F-1/A

As filed with the Securities and Exchange Commission on November 6, 2015.

Registration No. 333-207454

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MIMECAST LIMITED

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s Name into English)

Bailiwick of Jersey	7372	Not applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Peter Bauer

Chief Executive Officer

CityPoint, One Ropemaker Street, Moorgate

London EC2Y 9AW

United Kingdom

+44 0207 847 8700

(Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Mimecast North America, Inc.

480 Pleasant Street

Watertown, MA 02472

+1 781 996 5340

Attention: Peter Campbell

(Name, Address, Including ZIP Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Mark J. Macenka, Esq. Michael J. Minahan, Esq. Goodwin Procter LLP 53 State Street Boston, MA 02109 Tel: (617) 570-1000 Howard Palmer Taylor Wessing LLP 5 New Street Square London EC4A 3TW United Kingdom Tel: +44 (0) 20 7300 7000 Colin J. Diamond, Esq. Joshua G. Kiernan, Esq. White & Case LLP 1155 Avenue of the Americas New York, NY 10036 Tel: (212) 819-8200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED(1)	PROPOSED MAXIMUM OFFERING PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(2)	AMOUNT OF REGISTRATION FEE(3)
Ordinary shares, nominal value $0.012 per share. .	8,912,500	$12.00	$106,950,000	$10,770

(1) Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes additional shares that the underwriters have the option to purchase to cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) The Registrant previously paid $10,070 in connection with the original filing of this Registration Statement on October 16, 2015.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated November 6, 2015

PRELIMINARY PROSPECTUS

7,750,000 Shares

Mimecast Limited

Ordinary Shares

This is an initial public offering of ordinary shares of Mimecast Limited. We are selling 7,750,000 ordinary shares.

Prior to this offering, there has been no public market for the ordinary shares. It is currently estimated that the initial public offering price per share will be between $10.00 and $12.00. We have applied to list our ordinary shares on the NASDAQ Global Market under the symbol “MIME”.

See “Risk Factors” on page 13 to read about factors you should consider before buying the ordinary shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$

(1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

To the extent that the underwriters sell more than 7,750,000 ordinary shares, the underwriters have the option to purchase up to an additional 591,000 shares from us and up to an additional 571,500 shares from the selling shareholders at the initial public offering price less the underwriting discount. We will not receive any of the proceeds from the sale of up to 571,500 shares by the selling shareholders.

The underwriters expect to deliver the shares against payment in New York, New York on                 , 2015.

Goldman, Sachs & Co. Barclays Jefferies RBC Capital Markets

Oppenheimer & Co.

Prospectus dated                     , 2015

PROSPECTUS SUMMARY

This summary does not contain all of the information you should consider before buying our ordinary shares. You should read the entire prospectus carefully, especially the “Risk Factors” section beginning on page 13, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 49 and our consolidated financial statements and the related notes appearing elsewhere in this prospectus, before deciding to invest in our ordinary shares.

Company Overview

We are a leading provider of next generation cloud security and risk management services for corporate information and email. Our fully-integrated suite of proprietary cloud services protects customers of all sizes from the significant business and data security risks to which their email system exposes them. We protect customers from today’s rapidly changing threat landscape where email has become a powerful attack vector and data leak concern. We also mitigate the significant business disruption that email failure or downtime causes. In addition, our archiving services secure, store and manage critical corporate communications and information to address growing compliance and e-discovery requirements and enable customers to use this increasing archive of information to improve employee productivity.

Email is a critical tool for organizations of all sizes. Protecting and managing email has become more complicated due to expanding security and compliance requirements and the rapid increase in both the volume and the importance of the information transmitted via email. Organizations are increasingly at risk from security breaches of sensitive data as sophisticated email-based attacks and data leaks have become more common. Additionally, organizations are not just using email for communication, they are also increasing their use of email archives as an active repository of vital corporate information needed to meet compliance requirements and support employee productivity. As a result, email represents one of the highest concentrations of business risk that organizations may face.

We developed our proprietary cloud architecture to offer customers comprehensive email security, continuity and archiving capabilities in a single service that makes it easier for them to protect themselves effectively in a worsening and rapidly changing security and risk environment. Providing a fully-integrated service also simplifies ongoing management and service deployment. Customers can then decommission the often costly and complex point products and on-premises technology they have traditionally used to tackle these risks. We also make it easier for customers to move more of their IT workloads to the cloud.

We serve approximately 15,200 customers and protect millions of their employees across the world. Our service scales effectively to meet the needs of customers of all sizes and we have optimized our sales organization and channel to address each segment effectively. We have more than 600 employees in nine offices in the United States, the United Kingdom, Australia and South Africa. For the fiscal years ended March 31, 2013, 2014 and 2015, our revenues were $66.8 million, $88.3 million and $116.1 million, respectively, representing year-over-year growth of 32% for 2014 and 31% for 2015. Revenue growth on a constant currency basis was 37% and 33% for the fiscal years ended March 31, 2014 and 2015, respectively. For the six months ended September 30, 2014 and 2015, our revenues were $55.5 million and $67.8 million, respectively, representing year-over-year growth for the period of 22%. Growth for this period was 30% on a constant currency basis. Our net losses were $14.3 million and $16.9 million in the fiscal years ended March 31, 2013 and 2014, respectively, and our net income was $0.3 million in the fiscal year ended March 31, 2015. Our net loss for the six months ended September 30, 2015 was $0.1 million.

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Industry Background

A number of key considerations are leading to an increased customer need for email security, continuity and archiving services:

• Email is Critical to all Organizations. Email continues to be the primary way organizations exchange information and communicate externally and internally.

• The Amount of Critical and Sensitive Data in Email Archives is Growing Rapidly. The email archive is increasingly used by employees as their primary repository to save and access important information. As a result, the volume and value of this data continues to grow.

• Email is a Primary Security Target for Advanced Cyber-Attacks. Well organized and funded, including state-backed, hackers and cyber-criminals are using email-based attacks to target organizations to disrupt their operations, steal sensitive corporate data and gain access to valuable intellectual property.

• Data Protection, Cybersecurity and Data Privacy are Key Compliance and Regulatory Concerns for all Organizations. Governments, regulators and industry groups globally continue to enact or amend legislation and standards regarding data protection, cybersecurity and data privacy. These laws place growing obligations on organizations of all sizes, particularly those in regulated industries, to store, protect, process, share and transmit data safely, or risk significant sanctions and the threat of civil litigation.

• Restrictions IT Teams Put on Email Create New Security Risks. IT teams are under pressure to reduce storage costs and improve infrastructure performance, and this often results in steps that limit unfettered usage of email, driving employees to seek solutions outside the secure corporate network creating new security risks.

• Email Downtime is Disruptive to Employee Productivity. Given the critical nature of email for business communication and the importance of its information archive, email outages have become increasingly disruptive and costly because of the resulting impact on employee productivity.

• IT Workloads, Including Business Productivity Tools, are Moving to the Cloud. Organizations of all sizes are adopting cloud-based technologies to reduce the cost and complexity of their IT infrastructure and increase performance and flexibility. As organizations consider which workloads to move to the cloud, IT teams are looking beyond moving infrastructure and looking to shift traditional productivity tools to services such as Microsoft’s Office 365 or Google Apps for Work.

• Business Email Mailboxes are Moving to the Cloud, but this Creates New Risks to Mitigate. Moving email mailboxes to a single cloud vendor creates new security, continuity and archiving risks that need to be mitigated. These risks have delayed adoption of cloud mailbox services by many organizations, particularly larger enterprises.

• Traditional Email Security, Continuity and Archiving Alternatives can be Inadequate and do not Address Increasing Customer Requirements and Protect Against Next Generation Security Threats. To address security and archiving needs, many organizations have deployed a complex array of disparate or point products on-premises, or as cloud-based versions hosted by the vendor. These technologies are typically from multiple vendors and often only address narrow uses and problems. They can also be difficult to integrate and inflexible, as well as complex and expensive to manage as email and data volumes grow.

2

Our Market Opportunity

The growing need of organizations to mitigate the risks of email and data security, continuity and archiving has already established a significant industry beyond the mail server. Based on recent Gartner reports, combined spending in markets catering to enterprise information and email security, continuity and archiving, which include Secure Email Gateway, Backup and Recovery Software, E-Discovery Software and Data Loss Prevention, was $9.4 billion in 2014 and will grow to $11.6 billion in 2017. We believe there is a considerable need for a comprehensive integrated cloud solution that can address the needs of customers in these markets.

Our Solution

Our fully-integrated suite of next generation cloud services for security, continuity and archiving, is designed to protect email and deliver comprehensive email risk management beyond the primary mail server. We protect customers from the growing threat to email and the corporate data it contains. We also help organizations securely and cost effectively archive their growing email and file repositories, and ensure email remains available in the event of a primary system failure or scheduled maintenance downtime. The key customer benefits of our service include:

• Comprehensive Email and Data Risk Management in a Single, Unified Cloud Service. Our services integrate a range of technologies into a comprehensive service that would otherwise require an array of individual devices or services from multiple vendors. As a result, our customers are able to decommission these technologies and reduce the cost and complexity of their infrastructure as a result.

• Best-of-Breed Security, Continuity and Archiving Services. We believe our customers should not have to compromise on the quality of their email security, continuity or archiving services in order to benefit from integration. Our strategy is to develop best-of-breed capabilities within our integrated service to compete successfully with industry-leading point products.

• Web Scale Performance for Organizations of All Sizes. Our cloud service is built to address the most demanding scale, performance and availability requirements of large enterprises but delivers this as a subscription-based cloud service that puts these capabilities within the reach of small and mid-market organizations too.

• Compelling Return on Investment. Customers can decommission a range of individual technologies they use for security, continuity and archiving and move to a subscription-based service and benefit from a long term cost improvement as result.

• Easy to Deploy and Manage. Our service is designed to be easier to deploy than alternative technologies. Customers simply route their email traffic through our cloud and can be up and running in a matter of days and sometimes less. Each customer then manages the service centrally via a single web-based administration console that supports all their subscribed services. Additional services can be deployed easily from the same console.

• Highly Agile and Adaptable Service. We are continually improving our cloud architecture and services. Our common code base and multi-tenant cloud architecture enables us to perform maintenance updates and add new features or products by updating our core code base once. Continuous service development and multi-tenant rapid deployment also means we can keep pace with emerging threats to protect and respond quickly to changing customer needs.

3

• An Easier Move of Additional Critical Workloads to the Cloud. Our cloud service enables customers to decommission on-premises technologies that have been a significant historical barrier to migrating email mailboxes to the cloud, and supports customers wanting to adopt cloud services more broadly in their organization.

• A Safer Office 365 or Google Cloud Email and Data Implementation. Our cloud service mitigates the single-vendor exposure and security, service continuity and data assurance risks created by a move to these cloud email services.

Our Growth Strategy

Our growth strategy is focused on the following:

• Grow Revenue From Our Existing Customer Base. We intend to continue proactively broadening our reach with our existing customers by selling additional services.

• Acquire New Customers. We will continue to invest in a direct sales force combined with a focused channel strategy designed to serve the various requirements of small, mid-market and large enterprises and to bring new customers onto our cloud architecture.

• Actively Invest in Our Channel Partner Network. We intend to further invest in our network of channel partners to extend our global sales, service and support capabilities.

• Develop Our Technology and Release New Services. We will continue to build on our current capabilities and exploit additional opportunities in adjacent areas to those we serve today.

• Continue to Expand Our Geographic Presence. We plan to investigate additional international expansion from our regional bases in the United States (for North America), the United Kingdom (for Europe), South Africa (for Africa and the Middle East) and Australia (for Asia-Pacific).

• Target Organizations Moving Workloads to the Cloud. As more organizations move IT workloads to the cloud, we believe we are well-positioned to take advantage of growth opportunities that exist from augmenting services, including Office 365 and Google Apps for Work with critical security, continuity and archiving services.

Risks Related to Our Business

Our business is subject to numerous risks, as highlighted in the section entitled “Risk Factors” immediately following this prospectus summary. Some of these risks include:

• We have incurred losses in the past, and we may not be able to achieve or sustain profitability for the foreseeable future.

• Failure to manage our growth effectively could increase our expenses, decrease our revenue and prevent us from implementing our business strategy.

• The markets in which we participate are highly competitive, with several large established competitors, and our failure to compete successfully would make it difficult for us to add and retain customers and would reduce or impede the growth of our business.

• Failure to effectively expand our sales and marketing capabilities could harm our ability to acquire new customers and achieve broader market acceptance of our services.

• If we are unable to maintain successful relationships with our channel partners, our ability to acquire new customers could be adversely affected.

4

• We provide service level commitments under our subscription agreements and, as a result of a recent external network DDoS attack, we voluntarily paid service credits to customers. Any future service disruption could obligate us to provide refunds and we could face subscription terminations, which could adversely affect our revenue.

• Our business depends substantially on customers renewing their subscriptions with us. A decline in our customer renewals would harm our future operating results.

• If we are unable to sell additional services and features to our existing customers, our future revenues and operating results will be harmed.

• If we are not able to provide successful updates, enhancements and features to our technology to, among other things, keep up with emerging threats and customer needs, our business could be adversely affected.

• Data security and integrity are critically important to our business, and breaches of our information and technology networks and unauthorized access to a customer’s data could harm our business and operating results.

• Because we recognize revenue from subscriptions for our services over the term of the agreement, downturns or upturns in new business may not be immediately reflected in our operating results and may be difficult to discern.

• Fluctuations in currency exchange rates could adversely affect our business.

Our History and Structure

Mimecast Limited was incorporated under the laws of the Bailiwick of Jersey with company number 119119 on July 28, 2015 as a public company limited by shares for the purpose of effecting this offering. On November 4, 2015, Mimecast Limited became the holding company of Mimecast UK, a private limited company incorporated in 2003 under the laws of England and Wales, and its subsidiaries by way of a share-for-share exchange in which the shareholders of Mimecast UK exchanged their shares in Mimecast UK for an identical number of shares of the same class in Mimecast Limited. Following the exchange, the historical consolidated financial statements of Mimecast UK included in this prospectus became the historical consolidated financial statements of Mimecast Limited.

Corporate Information

Our principal office is located at CityPoint, One Ropemaker Street, Moorgate, London, United Kingdom EC2Y 9AW, and our telephone number is +44 (0) 20 7300 7000. Our website address is www.mimecast.com. The information contained on, or that can be accessed from, our website does not form part of this prospectus. Our agent for service of process in the United States is Mimecast North America, Inc., 480 Pleasant Street, Watertown, MA 02472.

5

THE OFFERING

Ordinary shares offered by us 7,750,000 shares

Ordinary shares outstanding after this offering 54,005,410 shares (or 54,596,410 shares if the underwriters’ option to purchase additional shares in this offering is exercised in full)

Option to purchase additional ordinary shares We and the selling shareholders have granted the underwriters an option, exercisable for 30 days after the date of this prospectus, to purchase up to 591,000 additional ordinary shares from us and up to 571,500 ordinary shares from the selling shareholders.

Use of proceeds We estimate that the net proceeds from the sale of our ordinary shares in this offering will be approximately $75.1 million (or approximately $81.1 million if the underwriters’ option to purchase additional shares in this offering is exercised in full), based upon the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

As of the date of this prospectus, we have no specific plans for the use of the net proceeds of this offering. We currently anticipate that we will use the net proceeds of this offering for working capital and other general corporate purposes. We expect to continue to invest in and to grow our research and development capabilities as well as expand our sales and marketing teams. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, products, services, technologies or other assets. If the underwriters’ option to purchase additional shares is exercised, we will not receive any of the proceeds from the sale of up to 571,500 shares by the selling shareholders. The selling shareholders consist of members of our senior management. See the sections titled “Use of Proceeds,” “Principal and Selling Shareholders” and “Underwriting” for additional information.

Risk factors See “Risk Factors” and other information included in this prospectus for a discussion of risks you should carefully consider before investing in our ordinary shares.

Proposed NASDAQ trading symbol MIME

6

The total number of ordinary shares that will be outstanding after this offering is based on 46,255,410 ordinary shares outstanding as of September 30, 2015, and excludes:

• 6,109,916 ordinary shares issuable upon the exercise of options outstanding as of September 30, 2015 at a weighted-average exercise price of $3.38 per share;

• 57,273 ordinary shares reserved for future issuance as of September 30, 2015 under our current equity incentive plans; and

• 5,500,000 ordinary shares reserved for future issuance under our 2015 Share Option and Incentive Plan, and 1,100,000 ordinary shares reserved for future issuance under our 2015 Employee Share Purchase Plan, each of which will become effective upon the closing of this offering.

Unless otherwise indicated, all information in this prospectus assumes:

• no exercise of the outstanding options described above;

• that the underwriters do not exercise their option to purchase up to 591,000 additional ordinary shares from us and 571,500 ordinary shares from the selling shareholders;

• the adoption of our amended and restated articles of association, which will be in effect upon the completion of this offering;

• the conversion of all of our outstanding Series A and Series B preferred shares into 12,576,364 ordinary shares upon the closing of this offering;

• the conversion or re-designation of all of our outstanding Founder, Class A, Class B and Class C ordinary shares into 33,679,046 ordinary shares upon the closing of this offering, based on the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus⁽¹⁾; and

• the 1-for-6 share consolidation effected on November 5, 2015.

(1) Pursuant to the terms of our current articles of association, upon the closing of an initial public offering, each outstanding Class C ordinary share is convertible into that number of ordinary shares equal to a fraction, the numerator of which is the excess of the initial public offering price over £0.372 and the denominator is the initial public offering price. As a result, based on the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, the aggregate number of ordinary shares into which the 550,000 outstanding Class C ordinary shares are convertible will be 521,884 ordinary shares in the aggregate. For purposes of the Class C ordinary share conversion, the conversion factor of £0.372 has been translated into U.S. dollars at the rate of £1.00 to $1.5116, the noon buying rate quoted as of September 30, 2015 by the Federal Reserve Bank of New York.

7

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present summary consolidated financial and other data for our business. You should read this information together with the section entitled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes and other financial information included elsewhere in this prospectus. Our consolidated financial statements have been prepared in accordance with U.S. GAAP.

We derived the consolidated statements of operations data for the years ended March 31, 2014 and 2015 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the consolidated statements of operations data for the year ended March 31, 2013 from our unaudited consolidated financial statements not included in this prospectus. We derived the consolidated statements of operations data for the six months ended September 30, 2014 and 2015 and the consolidated balance sheet data as of September 30, 2015 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited consolidated financial data on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future.

	Year ended March 31,									Six months ended September 30,
	2013			2014			2015			2014			2015
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue	$	66,750		$	88,315		$	116,085		$	55,546		$	67,835
Cost of revenue(1)		21,165			28,673			36,821			18,062			20,069
Gross profit		45,585			59,642			79,264			37,484			47,766
Operating expenses
Research and development(1)		11,019			12,844			14,461			7,910			7,463
Sales and marketing(1)		35,635			46,971			51,224			26,501			27,977
General and administrative(1)		13,666			11,187			15,806			9,528			8,713
Restructuring		—			—			1,203			1,263			—
Total operating expenses		60,320			71,002			82,694			45,202			44,153
(Loss) income from operations		(14,735	)		(11,360	)		(3,430	)		(7,718	)		3,613
Other income (expense)
Interest income		77			86			62			33			29
Interest expense		(844	)		(542	)		(703	)		(311	)		(345	)
Foreign exchange income (expense)		1,188			(5,055	)		4,508			640			(3,100	)
Total other income (expense), net		421			(5,511	)		3,867			362			(3,416	)
(Loss) income before provision for income taxes		(14,314	)		(16,871	)		437			(7,356	)		197
Provision for income taxes		15			19			152			76			278
Net (loss) income	$	(14,329	)	$	(16,890	)	$	285		$	(7,432	)	$	(81	)

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	Year ended March 31,									Six months ended September 30,
	2013			2014			2015			2014			2015
	(in thousands, except per share data)
Net (loss) income per share applicable to ordinary shareholders:(2)
Basic	$	(0.46	)	$	(0.53	)	$	0.01		$	(0.23	)	$	(0.00	)
Diluted	$	(0.46	)	$	(0.53	)	$	0.01		$	(0.23	)	$	(0.00	)
Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders:
Basic		31,060			31,719			32,354			32,058			33,371
Diluted		31,060			31,719			36,075			32,058			33,371
Pro forma net loss per share applicable to ordinary shareholders:(3)
Basic							$	(0.03	)				$	(0.04	)
Diluted							$	(0.03	)				$	(0.04	)
Pro forma weighted-average number of ordinary shares used in computing pro forma net loss per share applicable to ordinary shareholders:
Basic								44,902						45,919
Diluted								44,902						45,919

	At September 30, 2015
	Actual			Pro Forma(4)		Pro Forma As Adjusted(5)(6)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	34,051		$	34,051	$	110,715
Property and equipment, net		24,377			24,377		24,377
Total assets		95,865			95,865		169,830
Debt, current and long-term		9,961			9,961		9,961
Deferred revenue, current and long-term		57,496			57,496		57,496
Convertible preferred shares		59,305			—		—
Total shareholders’ (deficit) equity		(49,030	)		10,275		85,358

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(dollars in thousands)
Supplemental Financial and Other Data:
Revenue constant currency growth rate(7)		37	%		33	%		34	%		30	%
Revenue retention rate(8)		105	%		107	%		105	%		108	%
Total customers(9)		10,300			13,800			11,800			15,200
Adjusted EBITDA(10)	$	(1,170	)	$	14,227		$	3,360		$	10,799

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(1) Share-based compensation expense included in these line items was as follows:

	Year ended March 31,						Six months ended September 30,
	2013		2014		2015		2014		2015
	(in thousands)
Cost of revenue	$	239	$	151	$	151	$	110	$	129
Research and development		174		291		544		152		74
Sales and marketing		2,663		395		1,684		1,417		851
General and administrative		3,600		395		3,047		2,547		925
Total share-based compensation expense	$	6,676	$	1,232	$	5,426	$	4,226	$	1,979

(2) Basic and diluted net (loss) income per share applicable to ordinary shareholders is computed based on the weighted-average number of ordinary shares outstanding during each period. For additional information, see Note 2 to the notes to our consolidated financial statements included elsewhere in this prospectus.

(3) Pro forma basic and diluted net loss per share applicable to ordinary shareholders and pro forma weighted-average shares outstanding has been computed to give effect to the conversion of all of our outstanding convertible preferred shares into ordinary shares, as well as the conversion of the 550,000 outstanding Class C ordinary shares into 521,884 ordinary shares, which will occur upon the closing of this offering as if such conversions occurred as of the date of original issuance, but does not give effect to the issuance of shares in connection with this offering. Additionally, pro forma net loss includes share-based compensation expense of $1.8 million related to share-based awards that have satisfied the service condition as of September 30, 2015, which will become exercisable upon the closing of this offering. For additional information on the conversion of the preferred shares and the conversion of the Class C ordinary shares, see Notes 7 and 8 to the notes to our consolidated financial statements included elsewhere in this prospectus.

(4) The pro forma column reflects: (i) the automatic conversion of all outstanding convertible preferred shares into an aggregate of 12,576,364 ordinary shares, which conversion will occur upon the closing of this offering, (ii) the automatic conversion of the 550,000 outstanding Class C ordinary shares into 521,884 ordinary shares, which conversion will occur upon the closing of this offering, and (iii) share-based compensation expense of $1.8 million related to share-based awards that have satisfied the service condition as of September 30, 2015, which will become exercisable upon the closing of this offering.

(5) Gives effect to the pro forma adjustments described in footnote (4) above as well as the sale by us of 7,750,000 ordinary shares in this offering at an assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Additionally, for purposes of the pro forma as adjusted amounts shown above, the net proceeds to be received by us from the sale of ordinary shares in this offering of $75.1 million has been increased by approximately $1.6 million to reflect the estimated offering expenses which had been paid by us as of September 30, 2015.

(6) Each $1.00 increase or decrease in the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents, total assets and total shareholders’ (deficit) equity on a pro forma as adjusted basis by approximately $7.2 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1.0 million share increase or decrease in the number of shares we are offering would increase or decrease each of cash and cash equivalents, total assets and total shareholders’ (deficit) equity on a pro forma as adjusted basis by approximately $10.2 million, assuming that the initial public offering price per share remains the same at $11.00, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

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(7) In order to determine how our business performed exclusive of the effect of foreign currency fluctuations, we compare the percentage change in our revenue from one period to another using a constant currency. To determine the revenue constant currency growth rate for the fiscal years below, revenue from entities reporting in foreign currencies was translated into U.S. dollars using the comparable prior period’s foreign currency exchange rates. For example, the average rates in effect for the fiscal year ended March 31, 2014 were used to convert revenue for the year ended March 31, 2015 and the revenue for the comparable prior period ended March 31, 2014, rather than the actual exchange rates in effect during the respective period. Revenue constant currency growth rate is a non-GAAP financial measure. A reconciliation of this non-GAAP measure to its most directly comparable U.S. GAAP measures for the respective periods can be found in the table below.

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(dollars in thousands)
Reconciliation of Revenue Constant Currency Growth Rate:
Revenue, as reported	$	88,315		$	116,085		$	55,546		$	67,835
Revenue year-over-year growth rate, as reported		32	%		31	%		37	%		22	%
Estimated impact of foreign currency fluctuations		5	%		2	%		(3	)%		8	%
Revenue constant currency growth rate		37	%		33	%		34	%		30	%

The impact of foreign exchange rates is highly variable and difficult to predict. We use revenue constant currency growth rate to show the impact from foreign exchange rates on the current period revenue growth rate compared to the prior period revenue growth rate using the prior period’s foreign exchange rates. In order to properly understand the underlying business trends and performance of our ongoing operations, we believe that investors may find it useful to consider the impact of excluding changes in foreign exchange rates from our revenue growth rate.

We believe that presenting this non-GAAP financial measure in this report provides investors greater transparency to the information used by our management for financial and operational decision-making and allows investors to see our results “through the eyes” of management. We also believe that providing this information better enables our investors to understand our operating performance and evaluate the methodology used by management to evaluate and measure such performance.

However, this non-GAAP measure should not be considered in isolation or as a substitute for our financial results prepared in accordance with U.S. GAAP. For example, revenue constant currency growth rates, by their nature, exclude the impact of foreign exchange, which may have a material impact on U.S. GAAP revenue. Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and therefore other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

(8) We calculate our revenue retention rate by annualizing revenue on a constant currency basis recorded on the last day of the measurement period for only those customers in place throughout the entire measurement period. We include add-on, or upsell, revenue from additional employees and services purchased by existing customers. We divide the result by revenue on a constant currency basis on the first day of the measurement period for all customers in place at the beginning of the measurement period. The measurement period is based on the trailing twelve months. The revenue on a constant currency basis is based on the average exchange rates in effect during the respective period.

(9) Rounded up to the nearest hundred customers.

(10) Adjusted EBITDA is a non-GAAP financial measure that we define as net (loss) income, adjusted to exclude: depreciation and amortization, share-based compensation expense, restructuring expense, interest income and interest expense, the provision for income taxes and foreign currency exchange (expense) income.

We believe that Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with our peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

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We use Adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.

We do not place undue reliance on Adjusted EBITDA as a measure of operating performance. This non-GAAP measure should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using a non-GAAP financial measure, including that other companies may calculate this measure differently than we do, that it does not reflect our capital expenditures or future requirements for capital expenditures and that it does not reflect changes in, or cash requirements for, our working capital.

The following table presents a reconciliation of net (loss) income to Adjusted EBITDA:

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(in thousands)
Reconciliation of Adjusted EBITDA:
Net (loss) income	$	(16,890	)	$	285		$	(7,432	)	$	(81	)
Depreciation and amortization		8,958			11,028			5,589			5,207
Interest expense, net		456			641			278			316
Provision for income taxes		19			152			76			278
Restructuring		—			1,203			1,263			—
Share-based compensation expense		1,232			5,426			4,226			1,979
Foreign exchange expense (income)		5,055			(4,508	)		(640	)		3,100
Adjusted EBITDA	$	(1,170	)	$	14,227		$	3,360		$	10,799

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RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our financial statements and the related notes appearing elsewhere in this prospectus, before deciding to invest in our ordinary shares. If any of the following risks actually occurs, our business, prospects, operating results and financial condition could suffer materially. In such event, the trading price of our ordinary shares could decline and you could lose part or all of your investment.

Risks Related to Our Business and Our Industry

We have incurred losses in the past, and we may not be able to achieve or sustain profitability for the foreseeable future.

We have incurred significant losses in each period since our inception in 2003 up through our fiscal year ended March 31, 2014. We incurred net losses of $14.3 million in our fiscal year ended March 31, 2013 and $16.9 million in our fiscal year ended March 31, 2014. In our fiscal year ended March 31, 2015, we generated net income of $0.3 million. In the six months ended September 30, 2015, we incurred a net loss of $0.1 million. As of September 30, 2015, we had an accumulated deficit of $85.4 million. We have been growing rapidly, and, as we do so, we incur significant sales and marketing, support and other related expenses. Our ability to achieve or sustain profitability will depend in significant part on our obtaining new customers, expanding our existing customer relationships and ensuring that our expenses, including our sales and marketing expenses and the cost of supporting new customers, does not exceed our revenue. We also expect to make significant expenditures and investments in research and development to expand and improve our services and technical infrastructure. In addition, as a public company, we will incur significant legal, accounting and other expenses that we have not historically incurred as a private company. These increased expenditures may make it harder for us to achieve and maintain profitability and we cannot predict when we will achieve sustained profitability, if at all. We also may incur losses in the future for a number of other unforeseen reasons. Accordingly, we may not be able to achieve or maintain profitability, and we may continue to incur losses for the foreseeable future.

Failure to manage our growth effectively could increase our expenses, decrease our revenue and prevent us from implementing our business strategy.

We have been rapidly growing our revenue and number of customers, and we will seek to do the same for the foreseeable future. This rapid growth puts strain on our business, requires significant capital expenditures and increases our operating expenses. To manage this growth effectively, we must attract, train and retain a significant number of qualified sales, implementation, customer service, software development, information technology and management personnel. In addition, as we grow our revenue and customer base, we will need to maintain and enhance our technology infrastructure, in particular, our data center capacity. If we fail to effectively manage our growth or we over-invest or under-invest in our business, our business and results of operations could suffer from the resulting weaknesses in our infrastructure, systems or controls. We could also suffer operational mistakes, loss of business opportunities and employee losses. If our management is unable to effectively manage our growth, our expenses might increase more than expected, our revenue could decline or grow more slowly than expected, and we might be unable to implement our business strategy.

The markets in which we participate are highly competitive, with several large established competitors, and our failure to compete successfully would make it difficult for us to add and retain customers and would reduce or impede the growth of our business.

Our market is large, highly competitive, fragmented and subject to rapidly evolving technology, shifting customer needs and frequent introductions of new products and services. We currently

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compete with companies that offer products that target email and data security, continuity and archiving, as well as large providers such as Google Inc. and Microsoft Corporation, which offer functions and tools as part of their core mailbox services that may be, or perceived to be, similar to ours. Our current and potential future competitors include: Barracuda Networks, Inc., Google Apps for Work, Microsoft Exchange Server, Exchange Online Protection, Proofpoint, Inc. and Symantec Corporation, in security, MessageOne, in continuity, and Barracuda, HP Autonomy, Microsoft Office 365, Proofpoint and Symantec, in archiving. We expect competition to increase in the future from both existing competitors and new companies that may enter our markets. Additionally, some potential customers, particularly large enterprises, may elect to develop their own internal products. If two or more of our competitors were to merge or partner with one another, the change in the competitive landscape could reduce our ability to compete effectively. Our continued success and growth depends on our ability to out-perform our competitors at the individual service level as well as increasing demand for a unified service infrastructure. We cannot guarantee that we will out-perform our competitors at the product level or that the demand for a unified service technology will increase.

Some of our current competitors have, and our future competitors may have, certain competitive advantages such as greater name recognition, longer operating history, larger market share, larger existing user base and greater financial, technical and other resources. Some competitors may be able to devote greater resources to the development, promotion and sale of their products and services than we can to ours, which could allow them to respond more quickly than we can to new technologies and changes in customer needs. We cannot assure you that our competitors will not offer or develop products or services that are superior to ours or achieve greater market acceptance.

Failure to effectively expand our sales and marketing capabilities could harm our ability to acquire new customers and achieve broader market acceptance of our services.

Acquiring new customers and expanding sales to existing customers will depend to a significant extent on our ability to expand our sales and marketing operations. We generate approximately one-third of our revenue from direct sales and we expect to continue to rely on our sales force to obtain new customers and grow revenue from our existing customer base. We expect to expand our sales force in all of our regions and we face a number of challenges in achieving our hiring goals. For instance, there is significant competition for sales personnel with the sales skills and technical knowledge that we require. In addition, training and integrating a large number of sales and marketing personnel in a short time requires the allocation of significant internal resources. Our ability to achieve projected growth in revenue in the future will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel. We invest significant time and resources in training new sales personnel to understand our solutions and growth strategy. In general, new hires require significant training and substantial experience before becoming productive. Our recent hires and planned hires may not become as productive as we require, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we currently operate or where we seek to conduct business. Our growth may be materially and adversely impacted if the efforts to expand our sales and marketing capabilities are not successful or if they do not generate a sufficient increase in revenue.

If we are unable to maintain successful relationships with our channel partners, our ability to acquire new customers could be adversely affected.

In order to grow our business, we anticipate that we will continue to depend on our relationships with our channel partners who we rely on, in addition to our direct sales force, to sell and support our services. In our fiscal year ended March 31, 2015, while no individual channel partner accounted for 10% or more of our sales, in the aggregate, our channel partners accounted for 62% of our sales, and we expect that sales to channel partners will continue to account for a substantial portion of our revenue for the foreseeable future. We utilize channel partners to efficiently increase the scale of our

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marketing and sales efforts, increasing our market penetration to customers which we otherwise might not reach on our own. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our channel partners.

Our agreements with our channel partners are generally non-exclusive, meaning our channel partners may offer customers competitive services from different companies. If our channel partners do not effectively market and sell our services, choose to use greater efforts to market and sell their own products or services or those of others, or fail to meet the needs of our customers, our ability to grow our business, sell our services and maintain our reputation may be adversely affected. Our contracts with our channel partners generally allow them to terminate their agreements for any reason upon 90 days’ notice. The loss of key channel partners, our possible inability to replace them, or the failure to recruit additional channel partners could materially and adversely affect our results of operations. If we are unable to maintain our relationships with these channel partners, our business, results of operations, financial condition or cash flows could be adversely affected.

We provide service level commitments under our subscription agreements and, as a result of a recent external network DDoS attack, we voluntarily paid service credits to customers. Any future service disruption could obligate us to provide refunds and we could face subscription terminations, which could adversely affect our revenue.

Our subscription agreements with customers provide certain service level commitments. If we are unable to meet the stated service level commitments or suffer extended periods of downtime that exceed the periods allowed under our customer agreements, we could be required to pay refunds or face subscription terminations, either of which could significantly impact our revenue.

To date, we have suffered two significant service disruptions. The first occurred in 2013 and was a result of an equipment failure. Many of our customers in the United Kingdom experienced service disruptions for several hours. The more recent service disruption, which occurred on September 21, 2015, was a result of an external network DDoS attack. Customers using our Secure Email Gateway service in the United States experienced downtime related to the delivery and receipt of external emails for several hours. The scope of the incident was limited to network traffic and no customer data was lost or compromised. We expect to incur costs and expenses related to this service disruption, including the voluntary payment of credits or subscription terminations. While we have undertaken substantial remedial efforts to prevent future incidents like these, we cannot guarantee that future attacks or service disruptions will not occur. Any future attacks or service disruptions could adversely affect our reputation, our relationships with our existing customers and our ability to attract new customers, all of which would impact our future revenue and operating results.

Our customers depend on our customer support team to resolve technical issues relating to our services. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on the ease of use of our services, on our reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation and our ability to sell our services to existing and prospective customers.

Our business depends substantially on customers renewing their subscriptions with us. A decline in our customer renewals would harm our future operating results.

In order for us to maintain or improve our operating results, it is important that our customers renew their subscriptions with us when the existing subscription term expires. Although the majority of

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our customer contracts include auto-renew provisions, our customers have no obligation to renew their subscriptions upon expiration, and we cannot provide assurance that customers will renew subscriptions at the same or higher level of service, if at all. For each of the fiscal years ended March 31, 2013, 2014 and 2015, our customer retention rate has been consistently greater than 90%. We calculate customer retention rate as the percentage of paying customers on the last day of the relevant period in the prior year who remain paying customers on the last day of the relevant period in the current year. The rate of customer renewals may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction or dissatisfaction with our solutions, the effectiveness of our customer support services, our pricing, the prices of competing products or services, mergers and acquisitions affecting our customer base, or reductions in our customers’ spending levels. If our customers do not renew their subscriptions, or renew on less favorable terms, our revenue may decline, and we may not realize improved operating results from our customer base.

If we are unable to sell additional services and features to our existing customers, our future revenues and operating results will be harmed.

A significant portion of our revenue growth is generated from sales of additional services and features to existing customers. Our future success depends, in part, on our ability to continue to sell such additional services and features to our existing customers. We devote significant efforts to developing, marketing and selling additional services and features and associated support services to existing customers and rely on these efforts for a portion of our revenue. These efforts require a significant investment in building and maintaining customer relationships, as well as significant research and development efforts in order to provide upgrades and launch new services and features. The rate at which our existing customers purchase additional services and features depends on a number of factors, including the perceived need for additional security, continuity and archiving, the efficacy of our current services, the perceived utility of our new offerings, our customers’ IT budgets and general economic conditions. If our efforts to sell additional services and features to our customers are not successful, our future revenues and operating results will be harmed.

If we are not able to provide successful updates, enhancements and features to our technology to, among other things, keep up with emerging threats and customer needs, our business could be adversely affected.

Our industry is marked by rapid technological developments and demand for new and enhanced services and features to meet the evolving IT needs of organizations. In particular, cyber-threats are becoming increasingly sophisticated and responsive to the new security measures designed to thwart them. If we fail to identify and respond to new and increasingly complex methods of attack and update our products to detect or prevent such threats, our business and reputation will suffer. The success of any new enhancements, features or services that we introduce depends on several factors, including the timely completion, introduction and market acceptance of such enhancements, features or services. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, modifications to existing technologies will increase our research and development expenses. If we are unable to successfully enhance our existing services to meet customer requirements, increase adoption and usage of our services, or develop new services, enhancements and features, our business and operating results will be harmed.

Data security and integrity are critically important to our business, and breaches of our information and technology networks and unauthorized access to a customer’s data could harm our business and operating results.

We have experienced, and will continue to experience, cyber-attacks and other malicious internet-based activity, which continue to increase in sophistication, frequency and magnitude.

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Because our services involve the storage of large amounts of our customers’ sensitive and proprietary information, solutions to protect that information from cyber-attacks and other threats, data security and integrity are critically important to our business. Despite all of our efforts to protect this information, we cannot assure you that systems that access our services and databases will not be compromised or disrupted, whether as a result of criminal conduct, distributed denial of service, or DDoS attacks, or other advanced persistent attacks by malicious actors, including hackers, nation states and criminals, breaches due to employee error or malfeasance, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. Any breach of security, unauthorized access to or disclosure of confidential information, disruption, including DDoS attacks, or the perception that the confidential information of our customers is not secure, could result in a material loss of business, substantial legal liability or significant harm to our reputation.

We must continually monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access. However, we may fail to identify these new and complex methods of attack, or fail to invest sufficient resources in security measures. In addition, as we increase our customer base and our brand becomes more widely known and recognized, we may become more of a target for malicious third parties. Any breach of our security measures as a result of third-party action, employee negligence and/or error, malfeasance, defects or otherwise that compromises the confidentiality, integrity or availability of our data or our customers’ data could result in:

• severe harm to our reputation or brand, or materially and adversely affect the overall market perception of the security and reliability of our services;

• individual and/or class action lawsuits, which could result in financial judgments against us and which would cause us to incur legal fees and costs;

• legal or regulatory enforcement action, which could result in fines and/or penalties and which would cause us to incur legal fees and costs; and/or

• additional costs associated with responding to the interruption or security breach, such as investigative and remediation costs, the costs of providing individuals and/or data owners with notice of the breach, legal fees, the costs of any additional fraud detection activities, or the costs of prolonged system disruptions or shutdowns.

Any of these events could materially adversely impact our business and results of operations.

Because we recognize revenue from subscriptions for our services over the term of the agreement, downturns or upturns in new business may not be immediately reflected in our operating results and may be difficult to discern.

We generally recognize subscription revenue from customers ratably on a straight-line basis over the terms of their subscription agreements, which is typically one year in duration. As a result, most of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscription agreements entered into during the previous fiscal year or quarter. Consequently, a decline in new or renewed subscriptions with yearly terms in any one quarter may have a small impact on our operating revenue results for that quarter. However, such decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our services, and potential changes in our pricing policies, rate of expansion or retention rate may not be fully reflected in our operating results until future periods. Shifts in the mix of annual versus monthly subscription billings may also make it difficult to assess our business. We may also be unable to reduce our cost structure in line with a significant deterioration in sales. In addition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the life of

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the agreement with our customer. As a result, increased growth in the number of our customers could continue to result in our recognition of more costs than revenue in the earlier periods of the terms of our agreements. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers is recognized over the applicable subscription term.

Fluctuations in currency exchange rates could adversely affect our business.

Our functional currency and that of our subsidiaries is the local currency of each entity and our reporting currency is the U.S. dollar. In our fiscal year ended March 31, 2015, 40% of our revenue was denominated in British pounds, 39% in U.S. dollars, 19% in South African rand and 2% in other currencies. Given that our functional currency and that of our subsidiaries is the local currency of each entity, but our reporting currency is the U.S. dollar, fluctuations in currency exchange rates between the U.S. dollar, the British pound and the South African rand could materially and adversely affect our business. There may be instances in which costs and revenue will not be matched with respect to currency denomination. We estimate that a 10% increase or decrease in the value of the British pound against the U.S. dollar would have decreased or increased our net income by approximately $500,000 in our fiscal year ended March 31, 2015 and that a 10% increase or decrease in the value of the South African rand against the U.S. dollar would have decreased or increased our net income by approximately $100,000 in our fiscal year ended March 31, 2015. To date, we have not entered into any currency hedging contracts. As a result, to the extent we continue our expansion on a global basis, we expect that increasing portions of our revenue, cost of revenue, assets and liabilities will be subject to fluctuations in currency valuations. We may experience economic loss and a negative impact on earnings or net assets solely as a result of currency exchange rate fluctuations.

We are dependent on the continued services and performance of our two founders, the loss of either of whom could adversely affect our business.

Our future performance depends upon contributions from our senior management team and, in particular, our two founders, Peter Bauer, our Chairman and Chief Executive Officer, and Neil Murray, our Chief Technology Officer. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute on our plans and strategies on a timely basis, our business could be harmed. The loss of one or more of our executive officers or key employees could have an adverse effect on our business. The loss of services of either of Mr. Bauer or Mr. Murray could significantly delay or prevent the achievement of our development and strategic objectives.

We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain and motivate qualified personnel, we may not be able to grow effectively.

Our success depends largely upon our continued ability to identify, hire, develop, motivate and retain highly skilled personnel, including senior management, engineers, software developers, sales representatives and customer support representatives. Our growth strategy also depends, in part, on our ability to continue to attract and retain highly skilled personnel. Identifying, recruiting, training and integrating qualified individuals requires significant time, expense and attention of management. Competition for these personnel is intense, especially for engineers experienced in designing and developing software and software as a service, or SaaS, applications, and for experienced sales professionals. We have, from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may assert that these employees or we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, prospective and existing employees often consider the value of the equity

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awards they receive in connection with their employment. If the actual or perceived value of our equity awards declines, or experiences significant volatility, it may adversely affect our ability to recruit and retain key employees. If we are not able to effectively recruit and retain qualified employees, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed.

We are subject to a number of risks associated with global sales and operations.

We operate a global business with offices located in the United States, the United Kingdom, South Africa and Australia. In the fiscal year ended March 31, 2015, we generated 42% of our revenue from the United Kingdom, 38% from the United States, 19% from South Africa and 2% from the rest of the world. In the six months ended September 30, 2015, we generated 40% of our revenue from the United Kingdom, 41% from the United States, 17% from South Africa and 2% from the rest of the world. As a result, our sales and operations are subject to a number of risks and additional costs, including the following:

• fluctuations in exchange rates between currencies in the markets where we do business;

• risks associated with trade restrictions and additional legal requirements, including the exportation of our technology that is required in some of the countries in which we operate;

• greater risk of unexpected changes in regulatory practices, tariffs and tax laws and treaties;

• compliance with multiple anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act;

• heightened risk of unfair or corrupt business practices in certain geographies, and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;

• limited or uncertain protection of intellectual property rights in some countries and the risks and costs associated with monitoring and enforcing intellectual property rights abroad;

• greater difficulty in enforcing contracts and managing collections in certain jurisdictions, as well as longer collection periods;

• management communication and integration problems resulting from cultural and geographic dispersion;

• social, economic and political instability, terrorist attacks and security concerns in general; and

• potentially adverse tax consequences.

These and other factors could harm our ability to generate future global revenue and, consequently, materially impact our business, results of operations and financial condition.

Any serious disruptions in our services caused by defects in our software or otherwise may cause us to lose revenue and market acceptance.

Our customers use our services for the most critical aspects of their business, and any disruptions to our services or other performance problems with our services however caused could hurt our brand and reputation and may damage our customers’ businesses. We provide regular updates, which may contain undetected errors when first introduced or released. In the past, we have discovered software errors, failures, vulnerabilities and bugs in our services after they have been released and new errors in our existing services may be detected in the future. Real or perceived errors, failures, system delays, interruptions, disruptions or bugs could result in negative publicity, loss of or delay in market acceptance of our services, loss of competitive position, delay of payment to us, lower renewal rates, or claims by customers for losses sustained by them. In such an event, we may

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be required, or may choose, for customer relations or other reasons, to expend additional resources in order to mitigate or correct the problem. We seek to cap the liability to which we are exposed in the event of losses or harm to our customers, but we cannot be certain that we will obtain these caps or that these caps, if obtained, will be respected in all instances. We carry insurance; however, the amount of such insurance may be insufficient to compensate us for any losses that may result from claims arising from defects or disruptions in our services. As a result, we could lose future sales and our reputation and our brand could be harmed.

If the prices we charge for our services are unacceptable to our customers, our operating results will be harmed.

As the market for our services matures, or as new or existing competitors introduce new products or services that compete with ours, we may experience pricing pressure and be unable to renew our agreements with existing customers or attract new customers at prices that are consistent with our pricing model and operating budget. If this were to occur, it is possible that we would have to change our pricing model or reduce our prices, which could harm our revenue, gross margin and operating results. Pricing decisions may also impact the mix of adoption among our subscription plans and negatively impact our overall revenue. Moreover, large enterprises, which may account for a larger portion of our business in the future, may demand substantial price concessions. If we are, for any reason, required to reduce our prices, our revenue, gross margin, profitability, financial position and cash flow may be adversely affected.

Our research and development efforts may not produce new services or enhancements to existing services that result in significant revenue or other benefits in the near future, if at all.

We invested 17% of our revenue in research and development in our fiscal year ended March 31, 2013, 15% in our fiscal year ended March 31, 2014, 12% in our fiscal year ended March 31, 2015 and 11% in the six months ended September 30, 2015. We expect to continue to dedicate significant financial and other resources to our research and development efforts in order to maintain our competitive position. However, investing in research and development personnel, developing new services and enhancing existing services is expensive and time-consuming, and there is no assurance that such activities will result in significant new marketable services, enhancements to existing services, design improvements, cost savings, revenue or other expected benefits. If we spend significant time and effort on research and development and are unable to generate an adequate return on our investment, our business and results of operations may be materially and adversely affected.

We may acquire other businesses, which could require significant management attention, disrupt our business, dilute shareholder value and adversely affect our results of operations.

As part of our business strategy and in order to remain competitive, we may acquire, or make investments in, complementary companies, products or technologies. We have limited acquisition experience to date, and as a result, our ability as an organization to acquire and integrate other companies, products or technologies in a successful manner is unproven. We may not be able to find suitable acquisition targets, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, analysts and investors. In addition, if we are unsuccessful at integrating such acquisitions or the technologies associated with such acquisitions, our revenue and results of operations could be adversely affected. In addition, while we will make significant efforts to address any information technology security issues with respect to any acquisitions, we may still inherit such risks when we integrate the acquired products and systems. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully

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evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquired business, including accounting charges. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisitions, each of which could adversely affect our financial condition or the value of our ordinary shares. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

If the market for SaaS business software applications develops more slowly than we expect or declines, our business would be adversely affected.

The expansion of the SaaS business applications market depends on a number of factors, including the cost, performance and perceived value associated with SaaS, as well as the ability of SaaS providers to address data security and privacy concerns. Additionally, government agencies have adopted, or may adopt, laws and regulations regarding the collection and use of personal information obtained from consumers and other individuals, or may seek to access information on our platform, either of which may reduce the overall demand for our platform. If we or other SaaS providers experience data security incidents, loss of customer data, disruptions in delivery, or other problems, the market for SaaS business applications, including our services, may be negatively affected.

If we are unable to effectively increase sales of our services to large enterprises while mitigating the risks associated with serving such customers, our business, financial position and results of operations may suffer.

As we seek to increase our sales to large enterprise customers, we may face longer sales cycles, more complex customer requirements, substantial upfront sales costs and less predictability in completing some of our sales than we do with smaller customers. In addition, our ability to successfully sell our services to large enterprises is dependent on us attracting and retaining sales personnel with experience in selling to large organizations. Also, because security breaches of larger, more high-profile enterprises are likely to be heavily publicized, there is increased reputational risk associated with serving such customers. If we are unable to increase sales of our services to large enterprise customers while mitigating the risks associated with serving such customers, our business, financial position and results of operations may suffer.

Natural disasters, power loss, telecommunications failures and similar events could cause interruptions or performance problems associated with our information and technology infrastructure that could impair the delivery of our services and harm our business.

We currently store our customers’ information within ten third-party data center hosting facilities located in ten locations around the world. As part of our current disaster recovery arrangements, our production environment and all of our customers’ data is currently replicated in near real-time in a facility located in a different location. We cannot assure you that the measures we have taken to eliminate single points of failure will be effective to prevent or minimize interruptions to our operations. Our facilities are vulnerable to interruption or damage from a number of sources, many of which are beyond our control, including floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Any damage to, or failure of, our systems generally could result in interruptions in our service. Interruptions in our service may reduce our revenue, cause customers to terminate their subscriptions and adversely affect our renewal rate and our ability to attract new customers. Our business and reputation will also be harmed if our existing and potential customers believe our service is unreliable. The occurrence of a natural disaster, an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions

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in our service. Even with the disaster recovery arrangements, our service could be interrupted. As we continue to add data centers and add capacity in our existing data centers, we may move or transfer our data and our customers’ data. Any unsuccessful data transfers may impair the delivery of our service. Further, as we continue to grow and scale our business to meet the needs of our customers, additional burdens may be placed on our hosting facilities.

Our existing credit agreement contains operating and financial covenants that may adversely impact our business and the failure to comply with such covenants could prevent us from borrowing funds and could cause any outstanding debt to become immediately payable.

Our existing credit agreement with Silicon Valley Bank contains operating and financial restrictions and covenants, including the prohibition of the incurrence of further indebtedness and liens, the prohibition of certain investments, the prohibition against paying dividends and redeeming or repurchasing capital stock, restrictions against merger and consolidation transactions and restrictions against the disposition of assets. This agreement requires us to maintain a minimum liquidity ratio and a minimum annual recurring revenue amount during its term, and is subject to acceleration upon a material change in control (as defined therein). These restrictions and covenants, as well as those contained in any future financing agreements that we may enter into, may restrict our ability to finance our operations and to engage in, expand or otherwise pursue our business activities and strategies. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under the credit agreement and any future financial agreements that we may enter into. If not waived, defaults could cause our outstanding indebtedness under our credit agreement and any future financing agreements that we may enter into to become immediately due and payable.

We employ third-party licensed software for use in or with our services, and the inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business.

Our services incorporate and rely on certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software and development tools in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of the software used in our services with new third-party software may require significant work and require substantial investment of our time and resources and delays in the release of our services until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. A licensor may have difficulties keeping up with technological changes or may stop supporting the software or other intellectual property that it licensed to us. Also, to the extent that our services depend upon the successful operation of third-party software in conjunction with our software, any undetected errors or defects in this third-party software could prevent the deployment or impair the functionality of our services, delay new services introductions, result in a failure of our services, and injure our reputation. Our use of additional or alternative third-party software would require us to enter into additional license agreements with third parties on terms that may not be favorable to us.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part on our intellectual property. We primarily rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. As of

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September 30, 2015, we had one patent and 13 patent applications in the United States. We also have one patent issued and five applications pending for examination in non-U.S. jurisdictions, and four pending Patent Cooperation Treaty patent applications, all of which are counterparts of our U.S. applications. We may not be able to obtain any further patents, and our pending applications may not result in the issuance of patents. We have issued patents and pending patent applications outside the United States, and we may have to expend significant resources to obtain additional patents as we expand our international operations due to the cost of monitoring and protecting our rights across multiple jurisdictions.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Failure to adequately enforce our intellectual property rights could also result in the impairment or loss of those rights. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Patent, copyright, trademark and trade secret laws offer us only limited protection and the laws of many of the countries in which we sell our services do not protect proprietary rights to the same extent as the United States and Europe. Accordingly, defense of our trademarks and proprietary technology may become an increasingly important issue as we continue to expand our operations and solution development into countries that provide a lower level of intellectual property protection than the United States or Europe. Policing unauthorized use of our intellectual property and technology is difficult and the steps we take may not prevent misappropriation of the intellectual property or technology on which we rely. For example, in the event of inadvertent or malicious disclosure of our proprietary technology, trade secret laws may no longer afford protection to our intellectual property rights in the areas not otherwise covered by patents or copyrights. Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. Our failure to secure, protect and enforce our intellectual property rights could materially adversely affect our brand and our business.

We may elect to initiate litigation in the future to enforce or protect our proprietary rights or to determine the validity and scope of the rights of others. That litigation may not be ultimately successful and could result in substantial costs to us, the reduction or loss in intellectual property protection for our technology, the diversion of our management’s attention and harm to our reputation, any of which could materially and adversely affect our business and results of operations.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our success depends, in part, on our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities, including non-practicing entities, and individuals, may own or claim to own intellectual property relating to our industry.

From time to time, certain third parties have claimed that we are infringing upon their intellectual property rights. In the future, we may be found to be infringing upon such rights. We closely monitor all such claims and none of the claims by the third parties have resulted in litigation, but legal actions by such parties are still possible. In addition, we cannot assure you that actions by other third parties alleging infringement by us of third-party patents or other intellectual property will not be asserted or prosecuted against us. In the future, others may claim that our services and underlying technology infringe or violate their intellectual property rights. We may also be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or

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require that we comply with other unfavorable terms. Under all of our sales contracts, we are obligated to indemnify our customers and channel partners against third-party infringement claims, and we may also be obligated to pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify services or refund fees, any of which could be costly. Even if we were to prevail in such a dispute, any litigation regarding intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We have devoted substantial resources to the development of our technology, business operations and business plans. In order to protect our trade secrets and proprietary information, we rely in significant part on confidentiality arrangements with our employees, licensees, independent contractors, advisers, channel partners, resellers and customers. These arrangements may not be effective to prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, if others independently discover trade secrets and proprietary information, we would not be able to assert trade secret rights against such parties. Effective trade secret protection may not be available in every country in which our services are available or where we have employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with our solutions by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may be subject to damages resulting from claims that our employees or contractors have wrongfully used or disclosed alleged trade secrets of their former employers or other parties.

We could in the future be subject to claims that employees or contractors, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of our competitors or other parties. Litigation may be necessary to defend against these claims. If we fail in defending against such claims, a court could order us to pay substantial damages and prohibit us from using technologies or features that are essential to our solutions, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of these parties. In addition, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market and support potential solutions or enhancements, which could severely harm our business. Even if we are successful in defending against these claims, such litigation could result in substantial costs and be a distraction to management.

The use of open source software in our offerings may expose us to additional risks and harm our intellectual property.

Open source software is typically freely accessible, usable and modifiable. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms.

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We monitor and control our use of open source software in an effort to avoid unanticipated conditions or restrictions on our ability to successfully commercialize our products and solutions and believe that our compliance with the obligations under the various applicable licenses has mitigated the risks that we have triggered any such conditions or restrictions. However, such use may have inadvertently occurred in the development and offering of our products and solutions. Additionally, if a third-party software provider has incorporated certain types of open source software into software that we have licensed from such third-party, we could be subject to the obligations and requirements of the applicable open source software licenses. This could harm our intellectual property position and have a material adverse effect on our business, results of operations and financial condition.

The terms of many open source software licenses have not been interpreted by U.S. or foreign courts, and there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to successfully commercialize our products and solutions. For example, certain open source software licenses may be interpreted to require that we offer our products or solutions that use the open source software for no cost; that we make available the source code for modifications or derivative works we create based upon, incorporating or using the open source software (or that we grant third parties the right to decompile, disassemble, reverse engineer, or otherwise derive such source code); that we license such modifications or derivative works under the terms of the particular open source license; or that otherwise impose limitations, restrictions or conditions on our ability to use, license, host, or distribute our products and solutions in a manner that limits our ability to successfully commercialize our products.

We could, therefore, be subject to claims alleging that we have not complied with the restrictions or limitations of the applicable open source software license terms or that our use of open source software infringes the intellectual property rights of a third-party. In that event, we could incur significant legal expenses, be subject to significant damages, be enjoined from further sale and distribution of our products or solutions that use the open source software, be required to pay a license fee, be forced to reengineer our products and solutions, or be required to comply with the foregoing conditions of the open source software licenses (including the release of the source code to our proprietary software), any of which could adversely affect our business. Even if these claims do not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could harm our business, results of operations, financial condition and reputation.

Additionally, the use of open source software can lead to greater risks than the use of third-party commercial software, as open source software does not come with warranties or other contractual protections regarding indemnification, infringement claims or the quality of the code.

We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions.

As a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and results of operations. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries. Furthermore, one or more jurisdictions in which we do not believe we are currently subject to tax payment, withholding, or filing requirements, could assert that we are subject to such requirements. Any of these claims or assertions could have a material impact on us and the results of our operations.

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We are subject to governmental export controls and funds dealings restrictions that could impair our ability to compete in certain international markets and subject us to liability if we are not in full compliance with applicable laws.

Our software and services may be subject to export controls and we may also be subject to restrictions or prohibitions on transactions with, or on dealing in funds transfers to/from, certain embargoed jurisdictions and sanctioned persons and entities, pursuant to the U.K. Export Control Organisation’s restrictions, the U.K. Treasury’s restrictions, the European Council (EU) Regulations, the U.S. Department of Commerce’s Export Administration Regulations, the economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls and U.S. Department of State, and similar laws that may apply in other jurisdictions in which we operate or sell or distribute our services. Export control and economic sanctions laws include prohibitions on the sale or supply of certain products and services to certain embargoed or sanctioned countries, regions, governments, persons and entities, as well as restrictions or prohibitions on dealing in funds to/from those countries, regions, governments, persons and entities. In addition, various countries regulate the import of certain encryption items and technology through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our services or could limit our customers’ ability to implement our services in those countries.

The exportation, re-exportation, and importation of our software and services, including by our channel partners, must comply with applicable laws or else we may be adversely affected, through reputational harm, government investigations, penalties, and/or a denial or curtailment of our ability to export our services. Although we take precautions to prevent our services from being provided in violation of such laws, our services may have been in the past, and could in the future be, provided in violation of such laws.

In 2008, an order was placed by a third-party U.K. reseller of Mimecast Services Limited (“MSL”), our U.K. operating company, for ongoing email archiving services to Persia International Bank (“PIB”), which is based in London, United Kingdom. On July 27, 2010, PIB was named as a designated person on the EU Council Regulation against Iran. In March 2015, we determined that the provision of services after July 26, 2010 by MSL to PIB may have constituted an indirect breach by us of EU Council Regulation 267/2012. We terminated the PIB account with the U.K. reseller and also determined that no payments had been received by us from our channel partner related to this account since April 2014 and that the total revenue recognized by us over the life of the account was less than £12,500. On October 25, 2007, PIB had previously been included on the U.S. List of Specially Designated Nationals and Blocked Persons under Executive Order 13382. The designation was amended on August 16, 2010 to add a designation under the Iranian Financial Sanctions Regulations. However, based on our review to date, because of the U.K. nexus to the activities, we believe this sale did not constitute a violation of U.S. trade sanctions administered by OFAC. However, we may experience reputational harm as a result of the transaction by our U.K. operating company. We have since implemented additional export control compliance management oversight and have undertaken remedial measures and additional screenings to reduce the risk of similar events occurring in the future.

If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us, including civil penalties of up to $250,000 or twice the value of the transaction, whichever is greater, per violation, and in the event of conviction for a criminal violation, fines of up to $1 million and possible incarceration for responsible employees and managers for willful and knowing violations. Under the terms of applicable regulations, each instance in which a company provides goods or services may be considered a separate violation. If we are found to be in violation of U.K. sanctions or export controls, it could also result in unlimited fines for us and responsible employees and managers, as well as imprisonment of up to two years for responsible employees and managers.

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Changes in our software or services, or changes in export, sanctions or import laws, may delay the introduction and sale of our services in international markets, prevent our customers with international operations from deploying our software or services or, in some cases, prevent the export or import of our software or services to certain countries, regions, governments, persons or entities altogether, which could adversely affect our business, financial condition and operating results.

Our quarterly results may fluctuate for a variety of reasons and may not fully reflect the underlying performance of our business.

Our quarterly operating results, including the levels of our revenue, gross margin, profitability, cash flow and deferred revenue, may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and, as a result, may not fully reflect the underlying performance of our business. Fluctuations in quarterly results may negatively impact the value of our ordinary shares. Factors that may cause fluctuations in our quarterly financial results include, but are not limited to:

• foreign exchange rates;

• our ability to attract new customers;

• our revenue retention rate;

• the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

• network outages or security breaches;

• general economic, industry and market conditions;

• increases or decreases in the number of features in our services or pricing changes upon any renewals of customer agreements;

• changes in our pricing policies or those of our competitors;

• new variations in sales of our services, which has historically been highest in the fourth quarter of a given fiscal year; and

• the timing and success of new services and service introductions by us and our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners.

If we need to raise additional capital to expand our operations and invest in new technologies in the future and cannot raise it on acceptable terms or at all, our ability to compete successfully may be harmed.

We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for at least the next twelve months. However, unforeseen circumstances may arise which may mean that we may need to raise additional funds, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests and the value of our ordinary shares could decline. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. If we need additional capital and cannot raise it on acceptable terms, if at all, we may not be able to, among other things:

• develop and enhance our services;

• continue to expand our research and development, sales and marketing organizations;

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• hire, train and retain key employees;

• respond to competitive pressures or unanticipated working capital requirements; or

• pursue acquisition opportunities.

Our inability to do any of the foregoing could reduce our ability to compete successfully and harm our results of operations.

We are an “emerging growth company” and we cannot be certain whether the reduced requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 effective on April 5, 2012, or the JOBS Act, and we may take advantage of certain exemptions from various requirements that are applicable to other public companies that are not emerging growth companies. Most of such requirements relate to disclosures that we would only be required to make if we cease to be a foreign private issuer in the future. Nevertheless, as a foreign private issuer that is an emerging growth company, we will not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, for up to five fiscal years after the date of this offering. We will remain an emerging growth company until the earliest of: (a) the last day of our fiscal year during which we have total annual gross revenue of at least $1.0 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We cannot predict if investors will find our ordinary shares less attractive as a result of our reliance on exemptions under the JOBS Act. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our share price may be more volatile.

Risks Related to Our Ordinary Shares and the Offering

Our share price may be volatile, and you may lose all or part of your investment.

The initial public offering price for the ordinary shares sold in this offering will be determined by negotiation between us and representatives of the underwriters. This price may not reflect the market price of our ordinary shares following this offering and the price of our ordinary shares may decline. In addition, the market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, including:

• actual or anticipated fluctuations in our results of operations;

• variance in our financial performance from the expectations of market analysts;

• announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions or expansion plans;

• changes in the prices of our services or those of our competitors;

• our involvement in litigation;

• our sale of ordinary shares or other securities in the future;

• market conditions in our industry;

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• changes in key personnel;

• the trading volume of our ordinary shares;

• changes in the estimation of the future size and growth rate of our markets; and

• general economic and market conditions.

In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation we could incur substantial costs and our management’s attention and resources could be diverted.

There has been no prior public market for our ordinary shares, and an active trading market may not develop.

Prior to this offering, there has been no public market for our ordinary shares. An active trading market may not develop following completion of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your ordinary shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your ordinary shares. An inactive market may also impair our ability to raise capital by selling our ordinary shares and may impair our ability to acquire other companies by using our ordinary shares as consideration.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.

The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our shares would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our shares or publishes inaccurate or unfavorable research about our business, our share price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our shares could decrease, which could cause our share price and trading volume to decline.

We do not expect to pay dividends and investors should not buy our ordinary shares expecting to receive dividends.

We do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our ordinary shares if the price appreciates. You should not purchase our ordinary shares expecting to receive cash dividends. Since we do not pay dividends, and if we are not successful in establishing an orderly trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds which could affect our ability to expand our business operations.

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The market price of our ordinary shares could be negatively affected by future sales of our ordinary shares.

Sales by us or our shareholders of a substantial number of ordinary shares in the public market following this offering, or the perception that these sales might occur, could cause the market price of our ordinary shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities. Of our issued and outstanding shares, all of the ordinary shares sold in this offering will be freely transferable, except for any shares acquired by our “affiliates,” as that term is defined in Rule 144 under the U.S. Securities Act of 1933, as amended, or the Securities Act.

We, our executive officers and directors, and the holders of substantially all of our outstanding ordinary shares and options, have agreed with the underwriters that, subject to limited exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, grant any option to purchase make any short sale or otherwise dispose of any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares, or in any manner transfer all or a portion of the economic consequences associated with the ownership of ordinary shares, or cause a registration statement covering any ordinary shares to be filed except for the ordinary shares offered in this offering, without the prior written consent of the designated representative of the underwriters, who may, in its sole discretion and at any time without notice, release all or any portion of the shares subject to these lock-up agreements.

At any time after 180 days following the date of this offering, the holders of 29,369,082 of our ordinary shares are entitled to demand that we register their shares under the Securities Act for resale into the public markets. All shares sold pursuant to an offering covered by such registration statement will be freely transferable. See “Related Party Transactions—Registration Rights.”

In addition to our current shareholders’ registration rights, as of September 30, 2015, we had outstanding options to purchase 6,109,916 shares under our equity incentive plans and had an additional 57,273 shares available for future grant. The number of ordinary shares reserved for issuance under our equity incentive plans will be increased to an aggregate of 6,600,000 shares immediately following the closing of this offering. Following this offering, we intend to file a registration statement on Form S-8 under the Securities Act registering the shares under our equity incentive plans. Shares included in such registration statement will be available for sale in the public market following such filing and after the expiration of the lock-up period to which the holders of such shares are subject, subject to vesting provisions, except for shares held by affiliates who will have certain restrictions on their ability to sell.

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of otherwise applicable SEC and NASDAQ Stock Market, or NASDAQ, requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.

As a foreign private issuer, in reliance on the listing rules of NASDAQ, which permit a foreign private issuer to follow the corporate governance practices of its home country, we will be permitted to follow certain Jersey corporate governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers. We currently do not intend to take advantage of any such exemptions. We may in the future elect to follow Jersey home country practices with regard to matters such as the formation and composition of our board of directors, the compensation and nominating and corporate governance committees, separate sessions of independent directors and the requirement to obtain shareholder approval for certain dilutive events (such as for the establishment or amendment of certain equity-based compensation plans, issuances that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company).

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Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ corporate governance rules that apply to U.S. domestic issuers. Following our home country governance practices as opposed to the requirements that would otherwise apply to a United States company listed on NASDAQ may provide less protection than is accorded to investors of domestic issuers. See “Management—Corporate Governance.”

As a foreign private issuer, we will not be subject to the provisions of Regulation FD or U.S. proxy rules and will be exempt from filing certain Exchange Act reports.

As a foreign private issuer, we will be exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, we will be exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we will generally be exempt from filing quarterly reports with the SEC under the Exchange Act. We will also be exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. Even though we intend to comply voluntarily with Regulation FD, these exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.

We are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to emerging growth companies to disclose the compensation of our Chief Executive Officer and the other two most highly compensated executive officers on an individual, rather than an aggregate, basis.

We would lose our foreign private issuer status if a majority of our directors or executive officers are U.S. citizens or residents and we fail to meet additional requirements necessary to maintain foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would also be required to follow U.S. proxy disclosure requirements, including the requirement to disclose more detailed information about the compensation of our senior executive officers on an individual basis. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

You will experience immediate and substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering.

The initial public offering price of our ordinary shares substantially exceeds the net tangible book value per share of our ordinary shares immediately after this offering. Therefore, if you purchase our ordinary shares in this offering, you will suffer, as of September 30, 2015, immediate dilution of $9.42 per ordinary share, or $9.33 per ordinary share if the underwriters exercise their option to purchase additional shares in full, in net tangible book value after giving effect to the sale of ordinary shares in

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this offering at the assumed initial public offering price of $11.00 per ordinary share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, less estimated underwriting discounts and commissions and the estimated offering expenses payable by us. If outstanding options to purchase our ordinary shares are exercised in the future, you will experience additional dilution. See “Dilution.”

We have broad discretion over the use of proceeds we receive in this offering and may not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion in the application of the net proceeds from this offering and, as a result, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds in ways that not all shareholders approve of or that may not yield a favorable return. The failure by our management to apply these funds effectively could harm our business and have an adverse effect on the market price of our ordinary shares.

We have not yet determined whether our existing internal controls over financial reporting systems are compliant with Section 404 of the Sarbanes-Oxley Act, and we cannot provide any assurance that there are no material weaknesses or significant deficiencies in our existing internal controls.

Pursuant to Section 404 of the Sarbanes-Oxley Act and the related rules adopted by the SEC and the Public Company Accounting Oversight Board, starting with the second annual report that we file with the SEC after the consummation of this offering, our management will be required to report on the effectiveness of our internal control over financial reporting. In addition, once we no longer qualify as an “emerging growth company” under the JOBS Act and lose the ability to rely on the exemptions related thereto discussed above, our independent registered public accounting firm will also need to attest to the effectiveness of our internal control over financial reporting under Section 404. We have not yet commenced the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404 and whether there are any material weaknesses or significant deficiencies in our existing internal controls. This process will require the investment of substantial time and resources, including by our chief financial officer and other members of our senior management. In addition, we cannot predict the outcome of this determination and whether we will need to implement remedial actions in order to implement effective control over financial reporting. The determination and any remedial actions required could result in us incurring additional costs that we did not anticipate. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. As a result, we may experience higher than anticipated operating expenses during and after the implementation of these changes. If we are unable to implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting and/or results of operations and could result in an adverse opinion on internal controls from our independent registered public accounting firm.

A change in our tax residence could have a negative effect on our future profitability.

Although we are organized under the laws of Jersey, our affairs are, and are intended to continue to be, managed and controlled in the United Kingdom for tax purposes and therefore we are resident in the United Kingdom for U.K. and Jersey tax purposes. It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs or for any other reason, we could become, or be regarded as having become, a resident in a jurisdiction other than the United Kingdom. If we cease to be a U.K. tax resident, we may be subject to a charge to U.K. corporation tax on chargeable gains on our assets and to unexpected

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tax charges in other jurisdictions on our income. Similarly, if the tax residency of any of our subsidiaries were to change from their current jurisdiction for any of the reasons listed above, we may be subject to a charge to local capital gains tax on the assets.

Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase our consolidated tax liability.

We conduct operations world-wide through subsidiaries in various tax jurisdictions pursuant to transfer pricing arrangements between our company and its subsidiaries. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer prices be the same as those between unrelated companies dealing at arms’ length and that appropriate documentation is maintained to support the transfer pricing. While we believe that we operate in compliance with applicable transfer pricing laws and intend to continue to do so, our transfer pricing procedures are not binding on applicable tax authorities. If tax authorities in any of these countries were to successfully challenge our transfer prices as not reflecting arms’ length transactions, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices, which could result in a higher tax liability to us. In addition, if the country from which the income is reallocated does not agree with the reallocation, both countries could tax the same income, resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess interest and penalties, it would increase our consolidated tax liability, which could adversely affect our financial condition, results of operations and cash flows. Double taxation should be mitigated in these circumstances where the affiliated parties that are subject to the transfer pricing adjustments are able to benefit from any applicable double taxation agreement.

Our ability to use our U.S. net operating loss carry forwards may be subject to limitation.

As of March 31, 2015, we had U.S. federal net operating loss of approximately $30.4 million, U.S. state net operating loss of approximately $27.4 million, and non-U.S. net operating losses of approximately $15.7 million. In general, net operating losses in one country cannot be used to offset income in any other country and net operating losses in one state cannot be used to offset income in any other state. Accordingly, we may be subject to tax in certain jurisdictions even if we have unused net operating losses in other jurisdictions. Also, each jurisdiction in which we operate may have its own limitations on our ability to utilize net operating losses or tax credit carryovers generated in that jurisdiction. These limitations may increase our U.S. federal, state, and/or foreign income tax liability.

U.S. Holders of our ordinary shares could be subject to material adverse tax consequences if we are considered a Passive Foreign Investment Company (or PFIC) for U.S. federal income tax purposes.

We do not believe that we will qualify as a PFIC for U.S. federal income tax purposes in the 2015 tax year. We also do not expect to become a PFIC in the foreseeable future, but the possible status as a PFIC must be determined annually and therefore may be subject to change. If we are at any time treated as a PFIC, such treatment could result in a reduction in the after-tax return to U.S. Holders of our ordinary shares and may cause a reduction in the value of such shares. Furthermore, if we are at any time treated as a PFIC, U.S. Holders of our ordinary shares could be subject to greater U.S. income tax liability than might otherwise apply, imposition of U.S. income tax in advance of when tax would otherwise apply and detailed tax filing requirements that would not otherwise apply. For U.S. federal income tax purposes, “U.S. Holders” include individuals and various entities. A corporation is classified as a PFIC for any taxable year in which (i) at least 75% of its gross income is passive income or (ii) at least 50% of the average quarterly value of all its total gross assets is attributable to assets that produce or are held for the production of passive income. For this purpose, passive income

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includes certain dividends, interest, royalties and rents that are not derived in the active conduct of a trade or business. The PFIC rules are complex and a U.S. Holder of our ordinary shares is urged to consult its own tax advisors regarding the possible application of the PFIC rules to it in its particular circumstances. For information on the U.S. federal tax implications on U.S. Holders, see “Taxation.”

U.S. shareholders may not be able to enforce civil liabilities against us.

A number of our directors and executive officers are not residents of the U.S., and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.

There is also a doubt as to the enforceability in England and Wales and Jersey, whether by original actions or by seeking to enforce judgments of U.S. courts, of claims based on the federal securities laws of the U.S. In addition, punitive damages in actions brought in the U.S. or elsewhere may be unenforceable in England and Wales and Jersey.

The rights afforded to shareholders are governed by Jersey law. Not all rights available to shareholders under English law or U.S. law will be available to shareholders.

The rights afforded to shareholders will be governed by Jersey law and by the Articles of Association, and these rights differ in certain respects from the rights of shareholders in typical English companies and U.S. corporations. In particular, Jersey law significantly limits the circumstances under which shareholders of companies may bring derivative actions and, in most cases, only the corporation may be the proper claimant or plaintiff for the purposes of maintaining proceedings in respect of any wrongful act committed against it. Neither an individual nor any group of shareholders has any right of action in such circumstances. In addition, Jersey law does not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a U.S. corporation.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

• our expectations regarding our revenue, expenses and other results of operations;

• our plans to invest in sales and marketing efforts and expand our channel partnerships;

• our ability to attract and retain customers;

• our spending of the net proceeds from this offering;

• our plans to continue to invest in the research and development of technology for both existing and new products;

• the growth rates of the markets in which we compete;

• our liquidity and working capital requirements;

• our anticipated strategies for growth;

• our ability to anticipate market needs and develop new and enhanced solutions to meet those needs;

• anticipated trends and challenges in our business and in the markets in which we operate;

• our ability to compete in our industry and innovation by our competitors;

• our ability to adequately protect our intellectual property; and

• our plans to pursue strategic acquisitions.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not

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actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

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INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statistical data, including those relating to our industry, that we have obtained from industry publications and reports, including reports from Gartner, Inc., Endurance International Group, The Radicati Group, Inc., Forrester Research, Inc. and 451 Research. These industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates, as there is no assurance that any of them will be reached. Although we have not independently verified the accuracy or completeness of the data contained in these industry publications and reports, based on our industry experience we believe that the publications and reports are reliable and that the conclusions contained in the publications and reports are reasonable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our actual results to differ materially from those expressed in the industry publications and reports.

The reports from Gartner described herein, or the Gartner Reports, represent data, research opinion or viewpoints published as part of a syndicated subscription service, by Gartner, and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice. The Gartner Reports are (i) Magic Quadrant for Enterprise Information Archiving Gartner, dated November 2014, (ii) Survey Analysis: Cloud Adoption Across Vertical Industries Exhibits More Similarities Than Differences, dated February 2015, (iii) Cloud Office Questions Begin the Shift From “If” to “When”, dated April 2015, (iv) Forecast: Information Security, Worldwide, 2013-2019, 2Q15 Update, dated July 2015, (v) Forecast: Storage Software Market, Worldwide, 2012-2019, 2Q15 Update, dated June 2015, and (vi) The State of E-Discovery in 2015 and Beyond, dated February 2015.

The report from Forrester Research described herein is Understand the Context of eDiscovery Tools for Your Enterprise, dated November 2013. The report from 451 Research described herein is Global Enterprise Mobility Forecast, dated March 2015.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from the issuance of our ordinary shares in this offering of $75.1 million, based upon an assumed initial public offering price of $11.00 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares in full, we estimate that we will receive net proceeds from this offering of $81.1 million. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The selling shareholders consist of members of our senior management.

A $1.00 increase (decrease) in the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $7.2 million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $10.2 million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our financial flexibility, create a public market for our ordinary shares and facilitate our future access to the public equity markets. We currently have no specific plans for the use of the net proceeds of this offering and are unable to identify the amount of proceeds that will be applied to any particular purpose. We anticipate that we will use the net proceeds we receive from this offering, including any net proceeds we receive from the exercise of the underwriters’ option to acquire additional ordinary shares in the offering, for working capital and other general corporate purposes. We expect to continue to invest in and to grow our research and development capabilities as well as expand our sales and marketing teams. We may also use a portion of the net proceeds for the acquisition of or investment in businesses, products, services, technologies or other assets that we believe are complementary to our own, although we have no agreements or understandings with respect to any acquisitions at this time.

The amount of what, and timing of when, we actually spend for these purposes may vary significantly and will depend on a number of factors, including our future revenue and cash generated by operations and the other factors described under “Risk Factors” in this prospectus. Accordingly, our management will have broad discretion in applying a portion of the net proceeds of this offering. Pending the use of proceeds from this offering as described above, we plan to invest the net proceeds of this offering in a variety of capital preservation investments, which may include term deposits, short-term, investment-grade, interest-bearing instruments and government securities.

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DIVIDEND POLICY

We have never declared or paid any dividends on our ordinary shares, and we currently do not plan to declare dividends on our ordinary shares in the foreseeable future. Any determination to pay dividends to holders of our ordinary shares will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debt arrangements and other factors that our board of directors deem relevant. Pursuant to the Companies (Jersey) Law 1991, we may only pay a dividend if the directors who authorize the dividend make a prior solvency statement in statutory form.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2015:

• on an actual basis;

• on a pro forma basis, giving effect to (i) the conversion of all of our outstanding convertible preferred shares into an aggregate of 12,576,364 ordinary shares, (ii) the redesignation or conversion of all of our outstanding Founder, Class A, Class B and Class C ordinary shares into 33,679,046 ordinary shares, and (iii) the share-based compensation expense of $1.8 million associated with certain equity awards that will become exercisable upon the closing of this offering; and

• on a pro forma as adjusted basis, giving effect to the pro forma adjustments set forth above and further effect to (i) the adoption and effectiveness of our amended and restated articles of association immediately prior to the closing of this offering, and (ii) the sale and issuance by us of 7,750,000 ordinary shares in this offering, based on the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

This table should be read with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Selected Consolidated Financial and Other Data” appearing elsewhere in this prospectus.

	As of September 30, 2015
	Actual			Pro Forma			Pro Forma As Adjusted(1)
	(in thousands, except share and per share data)
Cash and cash equivalents	$	34,051		$	34,051		$	110,715
Debt, current and long-term	$	9,961		$	9,961		$	9,961
Convertible preferred shares, $0.012 par value, 12,576,364 shares authorized, issued and outstanding, actual; 12,576,364 shares authorized, no shares issued or outstanding, pro forma; no shares authorized, issued or outstanding, pro forma as adjusted.		59,305			—			—
Shareholders’ equity (deficit):
Ordinary shares, $0.012 par value, 118,657,039 shares authorized, 33,707,162 shares issued and outstanding, actual; 118,657,039 shares authorized, 46,255,410 shares issued and outstanding, pro forma; $0.012 par value, 300,000,000 shares authorized, 54,005,410 shares issued and outstanding, pro forma as adjusted		404			555			648
Preferred shares, no shares authorized, issued or outstanding, actual; no shares authorized, issued or outstanding, pro forma; $0.012 par value, 5,000,000 shares authorized, no shares issued or outstanding, pro forma as adjusted		—			—			—
Additional paid-in capital		35,597			96,553			171,543
Accumulated deficit		(85,413	)		(87,215	)		(87,215	)
Accumulated other comprehensive income		382			382			382
Total shareholders’ (deficit) equity		(49,030	)		10,275			85,358
Total capitalization	$	20,236		$	20,236		$	95,319

(1) For purposes of the pro forma as adjusted amounts shown above, the net proceeds to be received by us from the sale of ordinary shares in this offering of $75.1 million has been increased by approximately $1.6 million to reflect the estimated offering expenses which had been paid by us as of September 30, 2015.

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Each $1.00 increase or decrease in the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, respectively, the amount of cash and cash equivalents, total shareholders’ (deficit) equity and total capitalization by $7.2 million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of ordinary shares we are offering. An increase or decrease of 1.0 million shares in the number of ordinary shares we are offering would increase or decrease, respectively, the amount of cash and cash equivalents, shareholders’ (deficit) equity and total capitalization by approximately $10.2 million, at the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The table above excludes:

• 6,109,916 ordinary shares issuable upon the exercise of options outstanding as of September 30, 2015 at a weighted-average exercise price of $3.38 per share;

• 57,273 ordinary shares reserved for future issuance as of September 30, 2015 under our current equity incentive plans; and

• 5,500,000 ordinary shares reserved for future issuance under our 2015 Share Option and Incentive Plan, and 1,100,000 ordinary shares reserved for future issuance under our 2015 Employee Share Purchase Plan, each of which will become effective upon the closing of this offering.

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DILUTION

If you invest in our ordinary shares in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our ordinary shares and the pro forma as adjusted net tangible book value per share of our ordinary shares immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of ordinary shares in this offering and the pro forma as adjusted net tangible book value per share immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of ordinary shares outstanding immediately prior to the offering. Our historical net tangible book value as of September 30, 2015 was $10.0 million, or $0.30 per share. Our pro forma net tangible book value as of September 30, 2015 was $10.0 million, or $0.22 per share, based on the total number of ordinary shares outstanding as of September 30, 2015, after giving effect to the conversion of all of our outstanding convertible preferred shares as of September 30, 2015 into an aggregate of 12,576,364 ordinary shares and the conversion of the 550,000 outstanding Class C ordinary shares as of September 30, 2015 into 521,884 ordinary shares, which conversions will occur upon the closing of this offering. After giving effect to the issuance and sale of the ordinary shares in this offering, at an assumed initial public offering price of $11.00 per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and the receipt of the net proceeds therefrom, our pro forma as adjusted net tangible book value at September 30, 2015 would have been $85.1 million, or $1.58 per share. This represents an immediate increase in pro forma net tangible book value to existing shareholders of $1.36 per share and an immediate dilution to new investors of $9.42 per share.

The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per ordinary share				$	11.00
Historical net tangible book value per ordinary share as of September 30, 2015	$	0.30
Decrease in net tangible book value per ordinary share attributable to the conversion of our outstanding convertible preferred shares and Class C ordinary shares into ordinary shares		(0.08	)
Pro forma net tangible book value per ordinary share as of September 30, 2015	$	0.22
Increase per ordinary share attributable to new investors in this offering		1.36
Pro forma as adjusted net tangible book value per ordinary share as of September 30, 2015 after giving effect to this offering					1.58
Dilution per ordinary share to new investors				$	9.42

Each $1.00 increase or decrease in the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $0.13, and would increase or decrease, as applicable, dilution per share to new investors in this offering by $0.87, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each 1.0 million increase or decrease in the number of ordinary shares we are offering would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $0.16, and would increase or decrease, as applicable, dilution per share to new investors in this offering by $0.16, assuming that the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and

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estimated offering expenses payable by us. In addition, to the extent any outstanding options to purchase ordinary shares are exercised, new investors would experience further dilution. If the underwriters exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value per share of our ordinary shares immediately after this offering would be $1.67 per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $9.33 per share.

The following table presents, on a pro forma as adjusted basis as of September 30, 2015, the differences between the existing shareholders and the new investors purchasing our ordinary shares in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which includes net proceeds received from the issuance of ordinary shares and convertible preferred shares, cash received from the exercise of share options, and the average price per share paid or to be paid to us at the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Ordinary Shares Purchased					Total Consideration					Average Price per Share
	Number		Percent			Amount		Percent
Existing shareholders		46,255,410		86	%	$	75,747,108		47	%	$	1.64
New investors		7,750,000		14			85,250,000		53			11.00
Total		54,005,410		100	%	$	160,997,108		100	%	$	2.98

Each $1.00 increase or decrease in the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all shareholders by approximately $7.2 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each 1.0 million increase or decrease in the number of ordinary shares we are offering would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all shareholders by approximately $10.2 million, assuming that the assumed initial public offering price of $11.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. In addition, to the extent any outstanding options to purchase ordinary shares are exercised, new investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise their option to purchase additional shares in full, our existing shareholders would own 85% and our new investors would own 15% of the total number of our ordinary shares outstanding upon the completion of this offering.

The number of ordinary shares that will be outstanding after this offering is based on 46,255,410 shares outstanding as of September 30, 2015, and excludes:

• 6,109,916 ordinary shares issuable upon the exercise of options outstanding as of September 30, 2015 at a weighted-average exercise price of $3.38 per share;

• 57,273 ordinary shares reserved for future issuance as of September 30, 2015 under our current equity incentive plans; and

• 5,500,000 ordinary shares reserved for future issuance under our 2015 Share Option and Incentive Plan, and 1,100,000 ordinary shares reserved for future issuance under our 2015 Employee Share Purchase Plan, each of which will become effective upon the closing of this offering.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present selected consolidated financial and other data for our business. You should read this information together with the sections entitled “Summary Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes and other financial information included elsewhere in this prospectus. Our consolidated financial statements have been prepared in accordance with U.S. GAAP.

We derived the consolidated statements of operations data for the years ended March 31, 2014 and 2015 and the consolidated balance sheet data as of March 31, 2014 and 2015 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the consolidated statements of operations data for the year ended March 31, 2013 and the consolidated balance sheet data as of March 31, 2013 from our unaudited consolidated financial statements not included in this prospectus. We derived the consolidated statements of operations data for the six months ended September 30, 2014 and 2015 and the consolidated balance sheet data as of September 30, 2015 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited consolidated financial data on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future.

	Year ended March 31,									Six months ended September 30,
	2013			2014			2015			2014			2015
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue	$	66,750		$	88,315		$	116,085		$	55,546		$	67,835
Cost of revenue(1)		21,165			28,673			36,821			18,062			20,069
Gross profit		45,585			59,642			79,264			37,484			47,766
Operating expenses
Research and development(1)		11,019			12,844			14,461			7,910			7,463
Sales and marketing(1)		35,635			46,971			51,224			26,501			27,977
General and administrative(1)		13,666			11,187			15,806			9,528			8,713
Restructuring		—			—			1,203			1,263			—
Total operating expenses		60,320			71,002			82,694			45,202			44,153
(Loss) income from operations		(14,735	)		(11,360	)		(3,430	)		(7,718	)		3,613
Other income (expense)
Interest income		77			86			62			33			29
Interest expense		(844	)		(542	)		(703	)		(311	)		(345	)
Foreign exchange income (expense)		1,188			(5,055	)		4,508			640			(3,100	)
Total other income (expense), net		421			(5,511	)		3,867			362			(3,416	)
(Loss) income before provision for income taxes		(14,314	)		(16,871	)		437			(7,356	)		197
Provision for income taxes		15			19			152			76			278
Net (loss) income	$	(14,329	)	$	(16,890	)	$	285		$	(7,432	)	$	(81	)
Net (loss) income per share applicable to ordinary shareholders:(2)
Basic	$	(0.46	)	$	(0.53	)	$	0.01		$	(0.23	)	$	(0.00	)
Diluted	$	(0.46	)	$	(0.53	)	$	0.01		$	(0.23	)	$	(0.00	)

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	Year ended March 31,							Six months ended September 30,
	2013		2014		2015			2014		2015
	(in thousands, except per share data)
Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders:
Basic		31,060		31,719		32,354			32,058		33,371
Diluted		31,060		31,719		36,075			32,058		33,371
Pro forma net loss per share applicable to ordinary shareholders:(3)
Basic					$	(0.03	)			$	(0.04	)
Diluted					$	(0.03	)			$	(0.04	)
Pro forma weighted-average number of ordinary shares used in computing pro forma net loss per share applicable to ordinary shareholders:
Basic						44,902					45,919
Diluted						44,902					45,919

	At March 31,									At September 30, 2015
	2013			2014			2015
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	36,458		$	19,158		$	32,890		$	34,051
Property and equipment, net		14,563			24,974			23,159			24,377
Total assets		73,453			75,783			88,829			95,865
Debt, current and long-term		8,669			9,092			12,364			9,961
Deferred revenue, current and long-term		35,222			46,131			53,308			57,496
Convertible preferred shares		59,305			59,305			59,305			59,305
Total shareholders’ deficit		(44,700	)		(56,750	)		(53,851	)		(49,030	)

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(dollars in thousands)
Supplemental Financial and Other Data:
Revenue constant currency growth rate(4)		37	%		33	%		34	%		30	%
Revenue retention rate(5)		105	%		107	%		105	%		108	%
Total customers(6)		10,300			13,800			11,800			15,200
Adjusted EBITDA(7)	$	(1,170	)	$	14,227		$	3,360		$	10,799

(1) Share-based compensation expense included in these line items was as follows:

	Year ended March 31,						Six months ended September 30,
	2013		2014		2015		2014		2015
	(in thousands)
Cost of revenue	$	239	$	151	$	151	$	110	$	129
Research and development		174		291		544		152		74
Sales and marketing		2,663		395		1,684		1,417		851
General and administrative		3,600		395		3,047		2,547		925
Total share-based compensation expense	$	6,676	$	1,232	$	5,426	$	4,226	$	1,979

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(2) Basic and diluted net (loss) income per share applicable to ordinary shareholders is computed based on the weighted net-average number of ordinary shares outstanding during each period. For additional information, see Note 2 to the notes to our consolidated financial statements included elsewhere in this prospectus.

(3) Pro forma basic and diluted net loss per share applicable to ordinary shareholders and pro forma weighted-average shares outstanding has been computed to give effect to the conversion of all of our outstanding convertible preferred shares into ordinary shares, as well as the conversion of the 550,000 outstanding Class C ordinary shares into 521,884 ordinary shares, which will occur upon the closing of this offering as if such conversions occurred as of the date of original issuance, but does not give effect to the issuance of shares in connection with this offering. Additionally, pro forma net loss includes share-based compensation expense of $1.8 million related to share-based awards that have satisfied the service condition as of September 30, 2015, which will become exercisable upon the closing of this offering. For additional information on the conversion of the preferred shares and the conversion of the Class C ordinary shares, see Notes 7 and 8 to the notes to our consolidated financial statements included elsewhere in this prospectus.

(4) In order to determine how our business performed exclusive of the effect of foreign currency fluctuations, we compare the percentage change in our revenue from one period to another using a constant currency. To determine the revenue constant currency growth rate for the fiscal years below, revenue from entities reporting in foreign currencies was translated into U.S. dollars using the comparable prior period’s foreign currency exchange rates. For example, the average rates in effect for the fiscal year ended to March 31, 2014 were used to convert revenue for the year ended March 31, 2015 and the revenue for the comparable prior period ended March 31, 2014, rather than the actual exchange rates in effect during the respective period. Revenue constant currency growth rate is a non-GAAP financial measure. A reconciliation of this non-GAAP measure to its most directly comparable U.S. GAAP measures for the respective periods can be found in the table below.

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(dollars in thousands)
Reconciliation of Revenue Constant Currency Growth Rate:
Revenue, as reported	$	88,315		$	116,085		$	55,546		$	67,835
Revenue year-over-year growth rate, as reported		32	%		31	%		37	%		22	%
Estimated impact of foreign currency fluctuations		5	%		2	%		(3	)%		8	%
Revenue constant currency growth rate		37	%		33	%		34	%		30	%

The impact of foreign exchange rates is highly variable and difficult to predict. We use revenue constant currency growth rate to show the impact from foreign exchange rates on the current period revenue growth rate compared to the prior period revenue growth rate using the prior period’s foreign exchange rates. In order to properly understand the underlying business trends and performance of our ongoing operations, we believe that investors may find it useful to consider the impact of excluding changes in foreign exchange rates from our revenue growth rate.

We believe that presenting this non-GAAP financial measure in this report provides investors greater transparency to the information used by our management for financial and operational decision-making and allows investors to see our results “through the eyes” of management. We also believe that providing this information better enables our investors to understand our operating performance and evaluate the methodology used by management to evaluate and measure such performance.

However, this non-GAAP measure should not be considered in isolation or as a substitute for our financial results prepared in accordance with U.S. GAAP. For example, revenue constant currency growth rates, by their nature, exclude the impact of foreign exchange, which may have a material impact on U.S. GAAP revenue. Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and therefore other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

(5) We calculate our revenue retention rate by annualizing revenue on a constant currency basis recorded on the last day of the measurement period for only those customers in place throughout the entire measurement period. We include add-on, or upsell, revenue from additional employees and services purchased by existing customers. We divide the result by revenue on a constant currency basis on the first

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day of the measurement period for all customers in place at the beginning of the measurement period. The measurement period is based on the trailing twelve months. The revenue on a constant currency basis is based on the average exchange rates in effect during the respective period.

(6) Rounded up to the nearest hundred customers.

(7) Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss), adjusted to exclude: depreciation and amortization, share-based compensation expense, restructuring expense, interest income and interest expense, the provision for income taxes and foreign currency exchange (expense) income.

We believe that Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with our peer companies, many of which use a similar non-GAAP financial measure to supplement their GAAP results.

We use Adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.

We do not place undue reliance on Adjusted EBITDA as a measure of operating performance. This non-GAAP measure should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using a non-GAAP financial measure, including that other companies may calculate this measure differently than we do, that it does not reflect our capital expenditures or future requirements for capital expenditures and that it does not reflect changes in, or cash requirements for, our working capital.

The following table presents a reconciliation of net (loss) income to Adjusted EBITDA:

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(in thousands)
Reconciliation of Adjusted EBITDA:
Net (loss) income	$	(16,890	)	$	285		$	(7,432	)	$	(81	)
Depreciation and amortization		8,958			11,028			5,589			5,207
Interest expense, net		456			641			278			316
Provision for income taxes		19			152			76			278
Restructuring		—			1,203			1,263			—
Share-based compensation expense		1,232			5,426			4,226			1,979
Foreign exchange expense (income)		5,055			(4,508	)		(640	)		3,100
Adjusted EBITDA	$	(1,170	)	$	14,227		$	3,360		$	10,799

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EXCHANGE RATE INFORMATION

Our business to date has been conducted primarily in the United Kingdom. The following table presents information on the exchange rates between British pounds and the U.S. dollar for the periods indicated. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of pounds sterling at the dates indicated.

(U.S. dollar per pound)	Period End		Average		Low		High
Year Ended March 31,
2011		1.6048		1.5564		1.4344		1.6387
2012		1.5985		1.5967		1.5301		1.6691
2013		1.5193		1.5802		1.4877		1.6275
2014		1.6675		1.5895		1.4837		1.6750
2015		1.4850		1.6139		1.4686		1.7165
Month Ended:
May 31, 2015		1.5286		1.5456		1.5118		1.5772
June 30, 2015		1.5727		1.5576		1.5187		1.5882
July 31, 2015		1.5634		1.5560		1.5353		1.5634
August 31, 2015		1.5363		1.5578		1.5362		1.5731
September 30, 2015		1.5116		1.5338		1.5116		1.5573
October 31, 2015		1.5445		1.5343		1.5162		1.5475

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the section entitled “Selected Consolidated Financial and Other Data” and the consolidated financial statements and related notes and other financial information included elsewhere in this prospectus. In addition to historical consolidated financial information, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

Overview

We are a leading provider of next generation cloud security and risk management services for corporate information and email. Our fully-integrated suite of proprietary cloud services protects customers of all sizes from the significant business and data security risks to which their email system exposes them. We protect customers from today’s rapidly changing threat landscape where email has become a powerful attack vector and data leak concern. We also mitigate the significant business disruption that email failure or downtime causes. In addition, our archiving services secure, store and manage critical corporate communications and information to address growing compliance and e-discovery requirements and enable customers to use this increasing archive of information to improve employee productivity.

We operate our business on a SaaS model with renewable annual subscriptions. Customers enter into annual and multi-year contracts to utilize various components of our services. Our subscription fee includes the use of the selected service and technical support. We believe our technology, subscription-based model, and customer support have led to our high revenue retention rate, which has helped us drive our strong revenue growth. We have historically experienced significant revenue growth from our existing customer base as they renew our services and purchase additional products. Revenue recognized during the year ended March 31, 2015 for customers that existed at March 31, 2014 was $106.0 million representing 91% of total revenue.

We market and sell our services to organizations of all sizes across a broad range of industries. As of September 30, 2015, we provided our services to approximately 15,200 customers and protected millions of their employees across the world. We generate sales through our network of channel partners as well as through our direct sales force. Our growth and future success depends on our ability to expand our customer base and to sell additional services to our existing customers. The total number of our customers increased by 34% from March 31, 2014 to March 31, 2015, and 28% from September 30, 2014 to September 30, 2015.

In the fiscal year ended March 31, 2015, we generated 62% of our revenue outside of the United States, with 42% generated from the United Kingdom, 19% from South Africa and 2% from the rest of the world. In the six months ended September 30, 2015, we generated 59% of our revenue outside of the United States, with 40% generated from the United Kingdom, 17% from South Africa and 2% from the rest of the world. Our most significant growth market is the United States. We also believe that there is significant opportunity in our other existing markets. We intend to make significant investments in sales and marketing to continue expanding our customer base in our target markets.

The majority of our revenue is generated from annual subscriptions. Our services are implemented, configured and operated without the need for substantial training or professional

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services. For customers that choose to develop increased proficiency in our service or who require assistance for more complex configurations and for those that wish to import historical data, we offer additional services.

We were founded in 2003 with a mission to make email safer and better, and to transform the way organizations protect, store and access their email and corporate information. Our first service, Mimecast Email Security, which we launched in late 2003 and was quickly followed by Mimecast Email Continuity. In 2004, we added Mimecast Enterprise Information Archiving. These three services generate a large proportion of our revenue today. In 2006, we started the development of our proprietary cloud architecture, which we refer to as Mime | OS^™. We believed early on that investing in the development of our own cloud operating system was a strategic requirement that would enable us to integrate and scale our services. Mimecast Large File Send was released in 2013 and was followed by Mimecast Targeted Threat Protection in 2014, our advanced persistent threat protection service. In 2014, we also released comprehensive risk mitigation technologies specifically for Office 365, and in 2015, we released Mimecast Secure Messaging.

We have achieved significant revenue growth in recent periods. Our revenue grew 32% from $66.8 million in the year ended March 31, 2013 to $88.3 million in the year ended March 31, 2014. Revenue grew 31% from $88.3 million in the year ended March 31, 2014 to $116.1 million in the year ended March 31, 2015. We incurred net losses of $14.3 million and $16.9 million in the years ended March 31, 2013 and 2014, respectively, and had net income of $0.3 million in the year ended March 31, 2015. Revenue grew 22% from $55.5 million in the six months ended September 30, 2014 to $67.8 million in the six months ended September 30, 2015. We incurred a net loss of $0.1 million in the six months ended September 30, 2015.

Service Disruption

On September 21, 2015, we experienced a service disruption that resulted in service downtime for many of our customers for several hours. As a result of the service disruption, we expect to voluntarily provide service credits in the amount of approximately $0.7 million, which was accrued during the quarter ended September 30, 2015 and is expected to be paid during the quarter ended December 31, 2015.

Key Factors Affecting Our Performance

We believe that the growth of our business and our future success are dependent upon a number of key factors, including the following:

Acquisition of New Customers. We employ a sales strategy that focuses on acquiring new customers through our direct sales force and network of channel partners, and selling additional products to existing customers. Acquiring new customers is a key element of our continued success, growth opportunity and future revenue. We have invested in and intend to continue to invest in our direct sales force and channel partners. During the year ended March 31, 2015, our customer base increased by approximately 3,500 organizations. From September 30, 2014 to September 30, 2015, our customer base increased by approximately 3,350 organizations.

Further Penetration of Existing Customers. Our direct sales force, together with our channel partners and dedicated customer experience team seek to generate additional revenue from our existing customers by adding more employees and selling additional services. We believe a significant opportunity exists for us to sell additional services to current customers as they experience the benefits of our services and we address additional business use cases.

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Investment in Growth. We are expanding our operations, increasing our headcount and developing software to both enhance our current offerings and build new features. We expect our total operating expenses to increase, particularly as we continue to expand our sales operations, marketing activities and research and development team. We intend to continue to invest in our sales, marketing and customer experience organizations to drive additional revenue and support the growth of our customer base. Investments we make in our sales and marketing and research and development organizations will occur in advance of experiencing any benefits from such investments. In the year ending March 31, 2016, we plan to continue increasing the size of our direct sales force and to invest in the development of additional marketing content. We also expect to significantly increase the size of our research and development team.

Currency Fluctuations. We conduct business in the United States, the United Kingdom and other countries in Europe, South Africa and other countries in Africa, and also Australia. As a result, we are exposed to risks associated with fluctuations in currency exchange rates, particularly between the U.S. dollar, the British pound and the South African rand. In the year ended March 31, 2015, 40% of our revenue was denominated in British pounds, 39% in U.S. dollars, 19% in South African rand and 2% in other currencies. In the six months ended September 30, 2015, 38% of our revenue was denominated in British pounds, 42% in U.S. dollars, 17% in South African rand, and 2% in other currencies. Given that our functional currency and that of our subsidiaries is the local currency of each entity but our reporting currency is the U.S. dollar, devaluations of the British pound, South African rand and other currencies relative to the U.S. dollar impacts our profitability.

Key Performance Indicators

In addition to traditional financial metrics, such as revenue and revenue growth trends, we monitor several other key performance indicators to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies. The key performance indicators that we monitor are as follows:

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(dollars in thousands)
Gross profit percentage		68	%		68	%		67	%		70	%
Revenue constant currency growth rate(1)		37	%		33	%		34	%		30	%
Revenue retention rate		105	%		107	%		105	%		108	%
Total customers(2)		10,300			13,800			11,800			15,200
Adjusted EBITDA(1)	$	(1,170	)	$	14,227		$	3,360		$	10,799

(1) Adjusted EBITDA and revenue constant currency growth rate are non-GAAP measures. For a reconciliation of Adjusted EBITDA and revenue constant currency growth rate to the nearest comparable GAAP measures, see “Selected Consolidated Financial and Other Data.”

(2) Rounded up to the nearest hundred customers.

Gross Profit Percentage. Gross profit percentage is calculated as gross profit divided by revenue. Our gross profit percentage has remained relatively constant over the past three years. We provide our services in each of the regions in which we operate. Costs related to supporting and hosting our product offerings and delivering our services are incurred in the region in which the related revenue is recognized. As a result, our gross profit percentage in actual terms is the same as it would be on a constant currency basis.

Revenue Constant Currency Growth Rate. We believe revenue constant currency growth rate is a key indicator of our operating results. We calculate revenue constant currency growth rate by

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translating revenue from entities reporting in foreign currencies into U.S. dollars using the comparable foreign currency exchange rates from the prior fiscal year. For further explanation of the uses and limitations of this measure and a reconciliation of our revenue constant currency growth rate to revenue, as reported, the most directly comparable GAAP measure, please see “Selected Consolidated Financial and Other Data.” As our total revenue grew over the past three years, our revenue constant currency growth rate has declined slightly over the same period, as the incremental growth from period to period represented a smaller percentage of total revenue as compared to the prior period.

Revenue Retention Rate. We believe that our ability to retain customers is an indicator of the stability of our revenue base and the long-term value of our customer relationships. Our revenue retention rate is driven by our customer renewals and upsells. For each of the fiscal years ended March 31, 2013, 2014 and 2015 our customer retention rate has been consistently greater than 90%. We calculate our revenue retention rate by annualizing constant currency revenue recorded on the last day of the measurement period for only those customers in place throughout the entire measurement period. We include add-on, or upsell, revenue from additional employees and services purchased by existing customers. We divide the result by revenue on a constant currency basis on the first day of the measurement period for all customers in place at the beginning of the measurement period. The measurement period is the trailing twelve months. The revenue on a constant currency basis is based on the average exchange rates in effect during the respective period. Our revenue retention rate has remained relatively constant over the past three years.

Total Customers. We believe the total number of customers is a key indicator of our financial success and future revenue potential. We define a customer as an entity with an active subscription contract as of the measurement date. A customer is typically a parent company or, in a few cases, a significant subsidiary that works with us directly. We expect to continue to grow our customer base through the addition of new customers in each of our markets.

Adjusted EBITDA. We believe that Adjusted EBITDA is a key indicator of our operating results. We define Adjusted EBITDA as net income (loss), adjusted to exclude: depreciation and amortization, share-based compensation expense, restructuring expense, interest income and interest expense, the provision for income taxes and foreign currency exchange (expense) income. For further explanation of the uses and limitations of this measure and a reconciliation of our Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), please see “Selected Consolidated Financial and Other Data.” We expect that our Adjusted EBITDA will decrease in the near term as we focus on growing our research and development capabilities as well as expand our sales and marketing teams.

Components of Consolidated Statements of Operations

Revenue

We generate substantially all of our revenue from subscription fees paid by customers accessing our cloud services and by customers purchasing additional support beyond the standard support that is included in our basic subscription fees. A small portion of our revenue consists of related professional services and other revenue, which consists primarily of set-up, ingestion fees and training fees.

We generally license our services on a price per employee basis under annual contracts. Some services, such as ingestion services, are invoiced upfront and recognized on a straight-line basis over the longer of the contract term or the average customer life.

We serve thousands of customers in multiple industries, and our revenue is not concentrated with any single customer or industry. For the years ended March 31, 2014 and 2015 and for the six months ended September 30, 2014 and 2015, no single customer accounted for more than 1% of our revenue, and our largest ten customers accounted for less than 10% of our revenue in aggregate.

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Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. At March 31, 2015, deferred revenue was $53.3 million. Estimated future recognition from deferred revenue at March 31, 2015 was $45.3 million in 2016, $4.0 million in 2017, $2.0 million in 2018 and $2.0 million thereafter.

We have continued to expand our customer base, and have recently signed on more customers with monthly, instead of annual, billing terms. The proportion of aggregate contract value reflected on our balance sheet as deferred revenue may decrease if this trend continues.

We recognize revenue ratably on a straight-line basis over the subscription term, which is typically one year in duration, provided that an enforceable contract has been signed by both parties, we have given the customer access to our SaaS solutions, collection of the fee is probable, and the fee is fixed or determinable. Our subscription service arrangements do not contain refund-type provisions.

Our professional services contracts are on a time and material basis. When these services are not combined with subscription revenues as a single unit of accounting, as discussed in the section below entitled “—Critical Accounting Policies and Estimates”, these revenues are recognized as the services are rendered.

Cost of Revenue

Cost of revenue primarily consists of expenses related to supporting and hosting our product offerings and delivering our professional services. These costs include salaries, benefits, bonuses and share-based compensation expense related to the management of our data centers, our customer support team and our professional services team. In addition to these expenses, we incur third-party service provider costs such as data center and networking expenses, allocated overhead costs and depreciation expense. We allocate overhead costs, such as rent and facility costs, information technology costs and employee benefit costs to all departments based on headcount. As such, general overhead expenses are reflected in cost of revenue and each operating expense category.

We currently expect our cost of revenue to increase in absolute dollars due to expenditures related to expansion and support of our data center operations and customer support teams. We also expect that cost of revenue as a percentage of revenue will decrease over time as we are able to achieve economies of scale in our business, although it may fluctuate from period to period depending on the timing of significant expenditures. To the extent that our customer base grows, we intend to continue to invest additional resources in expanding the delivery capability of our products and other services. The timing of these additional expenses could affect our cost of revenue, both in terms of absolute dollars and as a percentage of revenue in any particular quarterly or annual period.

Research and Development Expenses

Research and development expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, share-based compensation, costs of server usage by our developers and allocated overhead costs. We expense all research and development costs as they are incurred. We have focused our efforts on developing new versions of our SaaS technology with expanded features. Our technology is constantly being refined and, as such, we do not capitalize development costs. We believe that continued investment in our technology is important for our future growth. As a result, we expect research and development expenses to increase in absolute dollars as we invest in further developing our Mime | OS platform, improving our existing services and creating new features that will increase the functionality of our new and existing products. Research and development expenses as a percentage of total revenue may fluctuate on a quarterly basis but we expect it to increase in the near-term as a result of the substantial expected investments noted above.

53

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and share-based compensation. Other costs included are those relating to marketing and promotional events, online marketing, product marketing and allocated overhead costs. We expense all costs as they are incurred, including sales commissions. We expect that our sales and marketing expenses will increase substantially in the year ending March 31, 2016 as we expand our sales and marketing efforts globally, and particularly in the United States. New sales personnel require training and may take several months or more to achieve productivity; as such, the costs we incur in connection with the hiring of new sales personnel in a given period are not typically offset by increased revenue in that period and may not result in new revenue if these sales personnel fail to become productive. We expect to increase our investment in sales and marketing as we add new services, which will increase these expenses in absolute dollars. Over the long term, we believe that sales and marketing expenses as a percentage of revenue will decrease, but will vary depending upon the mix of revenue from new and existing customers, as well as changes in the productivity of our sales and marketing programs.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel and related expenses for executive, legal, finance, information technology and human resources functions, including salaries, benefits, incentive compensation and share-based compensation, in addition to the costs associated with professional fees, insurance premiums, other corporate expenses and allocated overhead costs. In future periods, we expect general and administrative expenses to increase in absolute dollars as we continue to incur additional personnel and professional services costs in order to meet the compliance requirements of operating as a public company, including those costs incurred in connection with Section 404 of the Sarbanes-Oxley Act. Over the long term, we believe that general and administrative expenses as a percentage of revenue will decrease.

Restructuring

Restructuring consist of severance, outplacement, and other separation benefits.

Other Income (Expense)

Other income (expense) is comprised of the following items:

Interest income

Interest income includes interest income earned on our cash and cash equivalents balance. We expect interest income to vary each reporting period depending on our average cash and cash equivalents balance during the period and market interest rates.

Interest expense

Interest expense consists primarily of interest expense associated with our credit facility and our outstanding debt.

Foreign exchange (expense) income

Foreign exchange (expense) income consists primarily of foreign exchange fluctuations related to short-term intercompany accounts and foreign currency exchange gains and losses related to

54

transactions denominated in currencies other than the functional currency for each of our subsidiaries. We expect our foreign currency exchange gains and losses to continue to fluctuate in the future as foreign currency exchange rates change.

Provision for Income Taxes

We operate in several tax jurisdictions and are subject to taxes in each country or jurisdiction in which we conduct business. We account for income taxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. In addition, this method requires a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. To date, we have incurred cumulative net losses and maintain a full valuation allowance on our net deferred tax assets. Therefore, we have not recorded any domestic (U.K.) tax provisions and our effective tax rate differs from statutory rates. Our tax expense for the fiscal year ended March 31, 2015 and prior years primarily relates to our U.S. domiciled entity, including state tax provisions. Our tax expense for the six months ended September 30, 2015 was primarily attributed to estimated taxes related to our domestic jurisdictions.

Comparison of Period-to-Period Results of Operations

The following table sets forth selected consolidated statements of operations data for each of the periods indicated:

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(in thousands)
Revenue	$	88,315		$	116,085		$	55,546		$	67,835
Cost of revenue		28,673			36,821			18,062			20,069
Gross profit		59,642			79,264			37,484			47,766
Operating expenses
Research and development		12,844			14,461			7,910			7,463
Sales and marketing		46,971			51,224			26,501			27,977
General and administrative		11,187			15,806			9,528			8,713
Restructuring		—			1,203			1,263			—
Total operating expenses		71,002			82,694			45,202			44,153
(Loss) income from operations		(11,360	)		(3,430	)		(7,718	)		3,613
Other income (expense)
Interest income		86			62			33			29
Interest expense		(542	)		(703	)		(311	)		(345	)
Foreign exchange (expense) income		(5,055	)		4,508			640			(3,100	)
Total other income (expense)		(5,511	)		3,867			362			(3,416	)
(Loss) income before provision for income taxes		(16,871	)		437			(7,356	)		197
Provision for income taxes		19			152			76			278
Net (loss) income	$	(16,890	)	$	285		$	(7,432	)	$	(81	)

55

The following table sets forth our consolidated statements of operations data as a percentage of revenue for each of the periods indicated:

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
Revenue		100	%		100	%		100	%		100	%
Cost of revenue		32			32			33			30
Gross profit		68			68			67			70
Operating expenses
Research and development		15			12			14			11
Sales and marketing		53			44			48			41
General and administrative		13			14			17			13
Restructuring		—			1			2			—
Total operating expenses		81			71			81			65
(Loss) income from operations		(13	)		(3	)		(14	)		5
Other income (expense)
Interest income		—			—			—			—
Interest expense		(1	)		(1	)		(1	)		(1	)
Foreign exchange (expense) income		(5	)		4			1			(5	)
Total other income (expense), net		(6	)		3			—			(6	)
(Loss) income before provision for income taxes		(19	)		—			(14	)		(1	)
Provision for income taxes		—			—			—			—
Net (loss) income		(19	)%		—	%		(14	)%		(1	)%

We have operations in jurisdictions other than the United States and generate revenue and incur expenditures in currencies other than the U.S. dollar. The following information shows the effect on certain components of our consolidated statements of operations data for each of the periods indicated based on a 10% unfavourable movement in foreign currency exchange rates:

	Year ended March 31,				Six months ended September 30,
	2014		2015		2014		2015
	(in millions)
Cost of revenue	$	1.8	$	2.3	$	1.2	$	1.2
Research and development		1.0		1.3		0.7		0.7
Sales and marketing		2.4		3.0		1.6		1.3
General and administrative		0.7		0.8		0.6		0.4

Comparison of the Six Months Ended September 30, 2014 and 2015

Revenue

	Six months ended September 30,				Period-to-period change
	2014		2015		Amount		% Change
	(dollars in thousands)
Revenue	$	55,546	$	67,835	$	12,289		22	%

Revenue increased $12.3 million in the six months ended September 30, 2015 compared to the six months ended September 30, 2014. The increase in revenue was primarily attributable to a 28% increase in new customers since September 30, 2014 and to a lesser extent additional revenue from

56

existing customers. Our revenue for the six months ended September 30, 2015, was negatively impacted by approximately $4.7 million as a result of the strengthening of the U.S. dollar relative to the foreign currencies in which we operate.

Cost of Revenue

	Six months ended September 30,				Period-to-period change
	2014		2015		Amount		% Change
	(dollars in thousands)
Cost of revenue	$	18,062	$	20,069	$	2,007		11	%

Cost of revenue increased $2.0 million in the six months ended September 30, 2015 compared to the six months ended September 30, 2014 which was primarily attributable to increases in data center costs of $0.8 million, professional services costs of $0.7 million, personnel-related costs of $0.5 million and information technology and facilities costs of $0.4 million, partially offset by a decrease in depreciation expense of $0.3 million. Total cost of revenue for the six months ended September 30, 2015 as compared to the six months ended September 30, 2014 was positively impacted by approximately $1.3 million as a result of the strengthening of the U.S. dollar relative to the foreign currencies in which we operate. Data center costs increased as a result of the increase in our customer base, professional services costs increased primarily as a result of an increase in vendor fulfillment costs, and personnel-related cost increased primarily as a result of salaries and benefits associated with increased headcount.

Operating Expenses

	Six months ended September 30,				Period-to-period change
	2014		2015		Amount			% Change
	(dollars in thousands)
Operating expenses:
Research and development	$	7,910	$	7,463	$	(447	)		(6)%
Sales and marketing		26,501		27,977		1,476			6%
General and administrative		9,528		8,713		(815	)		(9)%
Restructuring		1,263		—		(1,263	)		nm
Total operating expenses	$	45,202	$	44,153	$	(1,049	)		(2)%

nm – not meaningful

Research and development expenses

Research and development expenses decreased $0.4 million in the six months ended September 30, 2015 compared to the six months ended September 30, 2014. Total research and development expenses for the six months ended September 30, 2015 as compared to the six months ended September 30, 2014 were positively impacted by approximately $0.6 million as a result of the strengthening of the U.S. dollar relative to the foreign currencies in which we operate, partially offset by an increase in consulting costs of $0.2 million.

Sales and marketing expenses

Sales and marketing expenses increased $1.5 million in the six months ended September 30, 2015 compared to the six months ended September 30, 2014 which was primarily attributable to increased marketing costs of $2.1 million, information technology and facilities costs of $0.4 million,

57

and professional services of $0.3 million, partially offset by decreases in share-based compensation expense of $0.6 million and personnel-related costs of $0.5 million. Total sales and marketing expenses for the six months ended September 30, 2015 as compared to the six months ended September 30, 2014 were positively impacted by approximately $1.6 million as a result of the strengthening of the U.S. dollar relative to the foreign currencies in which we operate. Marketing costs increased primarily as a result of increased lead generation and exhibition costs and professional services increased primarily due to an increase in recruiting costs. Personnel-related costs decreased primarily as a result of the positive impact of foreign exchange rates.

General and administrative expenses

General and administrative expenses decreased $0.8 million in the six months ended September 30, 2015 compared to the six months ended September 30, 2014 which was primarily attributable to decreases in share-based compensation expense of $1.6 million partially offset by increases in professional services costs of $0.6 million. The increase in professional service costs is due to an increase in legal, accounting and consulting services.

Restructuring expenses

We recorded restructuring expenses of $1.3 million in the six months ended September 30, 2014 in connection with the termination of employees in the United States and the United Kingdom. Restructuring expenses consisted of employee severance charges, outplacement, and other separation benefits. We did not incur restructuring expenses in the six months ended September 30, 2015.

Other Income (Expense)

	Six months ended September 30,						Period-to-period change
	2014			2015			Amount			% Change
	(dollars in thousands)
Other income (expense):
Interest income	$	33		$	29		$	(4	)		(12	)%
Interest expense		(311	)		(345	)		(34	)		11	%
Foreign exchange income (expense)		640			(3,100	)		(3,740	)		584	%
Total other income (expense)	$	362		$	(3,416	)	$	(3,778	)		nm

nm – not meaningful

Other income (expense)

Other income (expense) decreased $3.8 million in the six months ended September 30, 2015 compared to the six months ended September 30, 2014 attributable primarily to changes in foreign exchange income (expense). Foreign exchange income (expense) in the six months ended September 30, 2014 and 2015 was primarily attributable to the re-measurement of short-term intercompany asset and liability balances. In the first half of fiscal 2015, the British pound weakened against the U.S. dollar when compared to the foreign exchange rate as of March 31, 2014, resulting in foreign exchange income. In the first half of fiscal 2016, the British pound strengthened against the U.S. dollar when compared to the foreign exchange rate as of March 31, 2015, resulting in foreign exchange expense.

58

Provision for Income Taxes

	Six months ended September 30,				Period-to-period change
	2014		2015		Amount		% Change
	(dollars in thousands)
Provision for income taxes	$	76	$	278	$	202		266	%

Provision for income taxes

Provision for income taxes increased $0.2 million in the six months ended September 30, 2015 compared to the six months ended September 30, 2014 attributable primarily to taxes related to our domestic jurisdictions.

Comparison of Years Ended March 31, 2014 and 2015

Revenue

	Year ended March 31,				Period-to-period change
	2014		2015		Amount		% Change
	(dollars in thousands)
Revenue	$	88,315	$	116,085	$	27,770		31	%

Revenue increased $27.8 million in the year ended March 31, 2015 compared to the year ended March 31, 2014 which was primarily attributable to increases from new customers as well as increases in revenue from existing customers. Of the total increase in revenues, 36% represented revenue from new customers acquired after March 31, 2014, and 64% represented revenue from existing customers as of March 31, 2014. Revenues recognized during the year ended March 31, 2015 for customers that existed at March 31, 2014 were $106.0 million representing 91% of total revenue. Our total customers increased 34% from March 31, 2014 to March 31, 2015.

Cost of Revenue

	Year ended March 31,				Period-to-period change
	2014		2015		Amount		% Change
	(dollars in thousands)
Cost of revenue	$	28,673	$	36,821	$	8,148		28	%

Cost of revenue increased $8.1 million in the year ended March 31, 2015 compared to the year ended March 31, 2014 which was primarily attributable to personnel-related costs of $3.1 million, increased data center costs of $2.2 million, increased depreciation expense of $1.9 million, and increased information technology and facilities costs of $0.7 million. Personnel-related cost increases were primarily attributable to salaries and benefits associated with increased headcount. Data center costs increased in line with the increase in revenue.

59

Operating Expenses

	Year ended March 31,				Period-to-period change
	2014		2015		Amount		% Change
	(dollars in thousands)
Operating expenses:
Research and development	$	12,844	$	14,461	$	1,617		13	%
Sales and marketing		46,971		51,224		4,253		9
General and administrative		11,187		15,806		4,619		41
Restructuring		—		1,203		1,203		nm
Total operating expenses	$	71,002	$	82,694	$	11,692		16	%

nm — not meaningful

Research and development expenses

Research and development expenses increased $1.6 million in the year ended March 31, 2015 compared to the year ended March 31, 2014 which was primarily attributable to personnel-related costs of $1.0 million, increased share-based compensation of $0.3 million, and increased information and technology and facility costs of $0.2 million. Personnel-related cost increases were primarily attributable to salaries and benefits associated with increased compensation, including bonuses.

Sales and marketing expenses

Sales and marketing expenses increased $4.3 million in the year ended March 31, 2015 compared to the year ended March 31, 2014 which was primarily attributable to personnel-related costs of $3.2 million, additional share-based compensation expense of $1.3 million, increased information and technology costs of $0.3 million, and increased third-party commissions of $0.4 million. These increases were partially offset by a decrease in personnel training costs of $0.5 million. Personnel-related cost increases were primarily attributable to increased commissions.

General and administrative expenses

General and administrative expenses increased $4.6 million in the year ended March 31, 2015 compared to year ended March 31, 2014 which was primarily attributable to increased share-compensation expense of $2.7 million, increased personnel-related costs of $2.0 million, increased information technology and facilities costs $0.5 million, and increased insurance costs of $0.3 million. These increases were partially offset by decreases in professional services costs of $0.6 million.

Restructuring expenses

We recorded restructuring expenses of $1.2 million in the year ended March 31, 2015 in connection with the termination of employees in the United States and United Kingdom. Restructuring expenses consisted of employee severance charges outplacement, and other separation benefits. We did not incur restructuring expenses in the year ended March 31, 2014.

60

Other Income (Expense)

	Year ended March 31,						Period-to-period change
	2014			2015			Amount			% Change
	(dollars in thousands)
Other income (expense)
Interest income	$	86		$	62		$	(24	)		(28	)%
Interest expense		(542	)		(703	)		(161	)		30
Foreign exchange (expense) income		(5,055	)		4,508			9,563			(189	)
Total other income (expense)	$	(5,511	)	$	3,867		$	9,378			(170	)%

Other income (expense)

Other income (expense) increased $9.4 million in 2015 compared to 2014 attributable primarily to changes in foreign exchange (expense) income. In the year ended March 31, 2014, we recognized foreign exchange expense, primarily attributable to the re-measurement of short-term intercompany asset and liability balances as a result of the U.S. dollar weakening compared to the British pound.

In the year ended March 31, 2015, we recognized foreign exchange income attributable primarily to the re-measurement of short-term intercompany asset and liability balances as a result of the U.S. dollar strengthening compared to the British pound. The increase in interest expense was attributable primarily to higher weighted-average principal outstanding in the year ended March 31, 2015 as compared to the year ended March 31, 2014.

Provision for Income Taxes

	Year ended March 31,				Period-to-period change
	2014		2015		Amount		% Change
	(dollars in thousands)
Provision for income taxes	$	19	$	152	$	133		700	%

Provision for income taxes

Provision for income taxes increased $0.1 million in 2015 compared to 2014 attributable primarily to taxes related to our foreign jurisdictions.

61

Quarterly results of operations data

The following tables set forth our unaudited quarterly consolidated statements of operations for each of the ten quarters in the period ended September 30, 2015. We have prepared the quarterly consolidated statements of operations data on a basis consistent with the audited consolidated financial statements included elsewhere in this prospectus. In the opinion of management, the financial information reflects all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of this data. This information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results to be expected for any future period.

	Quarter ended
	Jun 30, 2013			Sept 30, 2013			Dec 31, 2013			Mar 31, 2014			Jun 30, 2014			Sept 30, 2014			Dec 31, 2014			Mar 31, 2015			Jun 30, 2015			Sept 30, 2015
	(in thousands)
Revenue	$	19,867		$	20,755		$	23,306		$	24,387		$	26,943		$	28,603		$	29,824		$	30,715		$	33,328		$	34,507
Cost of revenue (1)		6,552			6,608			7,150			8,363			8,925			9,137			9,584			9,175			9,876			10,193
Gross profit		13,315			14,147			16,156			16,024			18,018			19,466			20,240			21,540			23,452			24,314
Operating expenses
Research and development (1)		3,190			3,063			3,193			3,398			3,954			3,956			3,407			3,144			3,530			3,933
Sales and marketing (1)		11,585			10,938			12,089			12,359			12,775			13,726			11,642			13,081			13,121			14,856
General and administrative (1)		2,875			2,324			2,897			3,091			3,940			5,588			2,632			3,646			4,691			4,022
Restructuring		—			—			—			—			—			1,263			(60	)		—			—			—
Total operating expenses		17,650			16,325			18,179			18,848			20,669			24,533			17,621			19,871			21,342			22,811
(Loss) income from operations		(4,335	)		(2,178	)		(2,023	)		(2,824	)		(2,651	)		(5,067	)		2,619			1,669			2,110			1,503
Other income (expense)
Interest income		23			14			31			18			20			13			14			15			17			12
Interest expense		(132	)		(129	)		(132	)		(149	)		(133	)		(178	)		(207	)		(185	)		(177	)		(168	)
Foreign exchange income (expense)		(779	)		(2,634	)		(1,137	)		(505	)		(1,246	)		1,886			1,676			2,192			(3,841	)		741
Total other income (expense), net		(888	)		(2,749	)		(1,238	)		(636	)		(1,359	)		1,721			1,483			2,022			(4,001	)		585
(Loss) income before provision for income taxes		(5,223	)		(4,927	)		(3,261	)		(3,460	)		(4,010	)		(3,346	)		4,102			3,691			(1,891	)		2,088
Provision for income taxes		5			5			5			4			38			38			38			38			358			(80	)
Net (loss) income	$	(5,228	)	$	(4,932	)	$	(3,266	)	$	(3,464	)	$	(4,048	)	$	(3,384	)	$	4,064		$	3,653		$	(2,249	)	$	2,168

(1) Share-based compensation expense included in these line items was as follows:

	Quarter ended
	Jun 30, 2013		Sept 30, 2013		Dec 31, 2013		Mar 31, 2014		Jun 30, 2014		Sept 30, 2014		Dec 31, 2014		Mar 31, 2015		Jun 30, 2015		Sept 30, 2015
	(in thousands)
Cost of revenue	$	37	$	37	$	38	$	39	$	30	$	80	$	22	$	19	$	22	$	107
Research and development		38		39		41		173		34		118		116		276		29		45
Sales and marketing		87		91		91		126		349		1,068		151		116		83		768
General and administrative		94		94		103		104		99		2,448		229		271		709		216
Total share-based compensation expense	$	256	$	261	$	273	$	442	$	512	$	3,714	$	518	$	682	$	843	$	1,136

62

	Quarter ended
As a % of Revenue	Jun 30, 2013			Sept 30, 2013			Dec 31, 2013			Mar 31, 2014			Jun 30, 2014			Sept 30, 2014			Dec 31, 2014			Mar 31, 2015			Jun 30, 2015			Sept 30, 2015
Revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Cost of revenue (1)		33			32			31			34			33			32			32			30			30			30
Gross profit		67			68			69			66			67			68			68			70			70			70
Operating expenses
Research and development (1)		16			15			14			14			15			14			11			10			11			11
Sales and marketing (1)		58			53			52			51			47			48			39			43			39			43
General and administrative (1)		14			11			12			13			15			20			9			12			14			12
Restructuring		—			—			—			—			—			4			—			—			—			—
Total operating expenses		88			79			78			78			77			86			59			65			64			66
(Loss) income from operations		(21	)		(11	)		(9	)		(12	)		(10	)		(18	)		9			5			6			4
Other income (expense)
Interest income		—			—			—			—			—			—			—			—			—			—
Interest expense		(1	)		(1	)		(1	)		(1	)		—			(1	)		(1	)		(1	)		(1	)		—
Foreign exchange income (expense)		(4	)		(13	)		(5	)		(2	)		(5	)		7			6			7			(12	)		2
Total other income (expense), net		(5	)		(14	)		(6	)		(3	)		(5	)		6			5			6			(13	)		2
(Loss) income before provision for income taxes		(26	)		(25	)		(15	)		(15	)		(15	)		(12	)		14			11			(7	)		6
Provision for income taxes		—			—			—			—			—			—			—			—			1			—
Net (loss) income		(26	)%		(25	)%		(15	)%		(15	)%		(15	)%		(12	)%		14	%		11	%		(6	)%		6	%

We have historically experienced some seasonality in terms of when we enter into customer agreements for our services, most significantly in respect to the timing of our customer’s respective financial year end, as well as our own. This seasonality is not immediately apparent in our revenue because we recognize revenue ratably on a straight-line basis over the subscription term, which is typically one year. As a result, a slowdown in our ability to enter into customer agreements may not be apparent in our revenue for the quarter, as the revenue recognized in any quarter is primarily from customer agreements entered into in prior quarters. Historical patterns should not be considered a reliable indicator of our future sales activity or performance.

Our revenue has increased over the periods presented above due to the acquisition of new customers and due to existing customers increasing their use of our services through the purchase of additional services and the addition of employees.

Our gross margin has remained relatively consistent during the quarterly periods as increases in revenue have coincided with increases in cost of revenue due to expenditures related to additional hardware, the expansion and support of our data centers and customer support teams. While we expect our cost of revenue to increase in absolute dollars, we also expect that the cost of revenue as percentage of revenue will decrease over time as we are able to achieve economies of scale in our business, although it may fluctuate from period to period depending on the timing of significant expenditures.

Our operating expenses have increased sequentially primarily due to increases in headcount and other related expenses to support our growth. In those periods in which operating expenses have not increased sequentially, this has been primarily due to variability in our share based-compensation expense. In fiscal 2015, our operating expenses increased by 15%, excluding the impact of restructuring over the preceding fiscal year. We anticipate our operating expenses will continue to increase in absolute dollars as we invest in the long-term growth of our business.

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Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalents, accounts receivable and our credit facility. The following table shows net cash (used in) provided by operating activities, net cash used in investing activities, and net cash (used in) provided by financing activities for the years ended March 31, 2014 and 2015 and the six months ended September 30, 2014 and 2015:

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
	(in thousands)
Net cash (used in) provided by operating activities	$	(967	)	$	23,247		$	5,887		$	11,949
Net cash used in investing activities		(17,888	)		(12,583	)		(8,412	)		(7,402	)
Net cash (used in) provided by financing activities		(222	)		5,431			7,035			(3,654	)

To date, we have financed our operations primarily through private placements of equity and borrowings from our primary bank lender. In the year ended March 31, 2015, operating losses were reduced and we generated significant operating cash flows. In the year-ended March 31, 2014, cash flows from operating activities were near break-even. While we expect to generate an operating loss in the year ending March 31, 2016, we expect to continue to generate cash flows from operating activities. However, we may require additional capital resources to continue to grow our business. In the year ending March 31, 2016, we plan to continue to invest in the development and expansion of our Mime | OS platform to improve on our existing solutions in order to provide more capabilities to our customers. Investments in capital expenditures in the year ended March 31, 2015 were $12.6 million. We expect this level of investment to be maintained in the year ending March 31, 2016.

As of March 31, 2015 and September 30, 2015, we had cash and cash equivalents of $32.9 million and $34.1 million, respectively. Based on our current operating plan, which includes the growth strategies described in “Use of Proceeds” and “Business—Our Growth Strategy”, other than acquisitions of complementary business, products and technologies, in the absence of this offering, we believe that our current cash and cash equivalents, cash to be received from existing and new customers, and availability under our credit facility will be sufficient to fund our operations for at least the next twelve months. If we acquire any such complementary businesses, products or technologies, we may use a portion of the net proceeds from this offering to do so. Our future capital requirements may vary materially from those planned and will depend on certain factors, such as, our growth and our operating results. If we require additional capital resources to grow our business or to acquire complementary technologies and businesses in the future, we may seek to sell additional equity or raise funds through debt financing or other sources. The sale of additional equity could result in additional dilution, and the terms of any financing arrangements may include restrictions on our business that could impair our operating flexibility and would cause us to incur interest expense. We cannot provide assurance that additional financing will be available at all or on terms favorable to us. We had no material commitments for capital expenditures as of March 31, 2015 or September 30, 2015.

Borrowings and Credit Facility

Since January 2012, we have entered into various term loan borrowings with Silicon Valley Bank. The term loans have fixed interest rates of 4.5% and principal repayment periods of 36 equal monthly installments with various maturities through January 2018. As of March 31, 2015, the aggregate principal balance of the term loans was $12.4 million, of which $5.3 million is payable in the year ending March 31, 2016. As of September 30, 2015, the aggregate principal balance of the term loans was $10.0 million, of which $5.4 million is payable through September 30, 2016. As of March 31, 2015 and September 30, 2015, there were no amounts available for future borrowings under the term loans.

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In January 2013, we entered into a loan and security agreement with Silicon Valley Bank providing for a revolving credit facility. In July 2014, we amended and restated that agreement to increase the borrowing capacity under the facility from £7.5 million to £10.0 million (or, in each case, the equivalent amount in either U.S. dollars or Euros). This facility has £5.0 million in immediately available credit and another £5.0 million upon completion of an additional equity financing. The credit facility bears interest at the greater of (i) the Bank of England base rate plus 3.5% or (ii) 4.0% and has a term of 24 months. As of March 31, 2015 and September 30, 2015, the effective rate on the line of credit was 4.0%. The line of credit is collateralized by substantially all of our assets, and we are required to meet certain financial covenants, including recurring revenue and adjusted quick ratio covenants. The agreement also contains the following negative covenants:

• a commitment not to pay dividends or make distributions or payments or to redeem, retire or repurchase our share capital; and

• negative pledges by us and our subsidiaries, including with respect to:

• limitations on dissolution, any subordinated debt arrangement, mergers, acquisitions, investments, dispositions and transactions with affiliates not in the ordinary course of business;

• limitations on assigning, mortgaging, pledging, granting a security interest or encumbering any of our property (other than permitted liens identified in the agreement); and

• restrictions on changes in business, management, ownership, business locations or organizational structure.

Failure to meet these financial and other covenants would enable the bank to demand immediate repayment of all outstanding balances under the facility. We were in compliance with the terms of the credit facility as of March 31, 2015 and September 30, 2015. As of March 31, 2015 and September 30, 2015, there was no balance outstanding under the line of credit and £5.0 million was available for future borrowing.

Operating Activities

For the six months ended September 30, 2015, cash provided by operating activities was $11.9 million. The primary factors affecting our operating cash flows during the period were our net loss of $0.1 million, adjusted for non-cash charges of $5.2 million for depreciation and amortization of our property and equipment, $2.0 million of share-based compensation, $2.8 million in net foreign currency losses, and $0.2 million in excess tax benefits related to exercises of share options. The primary drivers of the changes in operating assets and liabilities were a $3.9 million increase in deferred revenue, a $0.8 million decrease in prepaid expenses and other current assets, and a $0.5 million increase in accrued expenses and other liabilities partially offset by a $2.3 million increase in accounts receivable and a $0.4 million decrease in accounts payable.

For the six months ended September 30, 2014, cash provided by operating activities was $5.9 million. The primary factors affecting our operating cash flows during the period were our net loss of $7.4 million, adjusted for non-cash charges of $5.6 million for depreciation and amortization of our property and equipment, $4.2 million of share-based compensation, and $0.7 million in net foreign currency gains. The primary drivers of the changes in operating assets and liabilities were a $2.8 million decrease in accounts receivable, a $0.9 million increase in deferred revenue, a $0.3 million decrease in prepaid expenses and other current assets and a $0.2 million increase in accounts payable.

For the year ended March 31, 2015, cash provided by operating activities was $23.2 million. The primary factors affecting our operating cash flows during the period were our net income of $0.3 million, adjusted for non-cash charges of $11.0 million for depreciation and amortization of our

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property and equipment, $5.4 million of share-based compensation, and $4.1 million in net foreign currency gains. The primary drivers of the changes in operating assets and liabilities were an $11.4 million increase in deferred revenue, a $2.8 million increase in accrued expenses and other liabilities, and a $0.7 million decrease in prepaid expenses and other current assets, partially offset by a $4.3 million increase in accounts receivable due primarily to overall growth in our business.

For the year ended March 31, 2014, cash used in operating activities was $1.0 million. The primary factors affecting our operating cash flows during this period were our net loss of $16.9 million, adjusted for non-cash charges of $9.0 million for depreciation and amortization of our property and equipment, $1.2 million of share-based compensation and $2.3 million in net foreign currency losses. The primary drivers of the changes in operating assets and liabilities were an $8.8 million increase in deferred revenue and a $2.9 million increase in accrued expenses and other liabilities, partially offset by a $6.6 million increase in accounts receivable, and a $1.7 million increase in other assets. The increase in accrued expenses and other current liabilities was attributable primarily to the timing of our cash payments and the increase in accounts receivable attributable primarily to overall growth in our business.

Investing Activities

Cash used in investing activities of $8.4 million and $7.4 million for the six months ended September 30, 2014 and 2015, respectively, were due to capital expenditures. Our capital expenditures were associated primarily with computer equipment purchased in support of our expanding infrastructure.

Cash used in investing activities of $12.6 million for the year ended March 31, 2015 and $17.9 million for the year ended March 31, 2014 was due to capital expenditures. Our capital expenditures were associated primarily with computer equipment purchased in support of our expanding infrastructure.

Financing Activities

Cash used in financing activities of $3.7 million for the six months ended September 30, 2015 was due primarily to payments on debt of $2.8 million and payments of deferred initial public offering issuance costs of $1.6 million, partially offset by $0.5 million of proceeds from exercises of share options and $0.2 million in excess tax benefits related to exercises of share options.

Cash provided by financing activities of $7.0 million for the six months ended September 30, 2014 was due primarily to $8.3 million in proceeds from the issuance of debt, net of issuance costs and $0.3 million in proceeds from exercises of share options, partially offset by $1.6 million of payments on debt.

Cash provided by financing activities of $5.4 million for the year ended March 31, 2015 was due primarily to proceeds from the issuance of debt, net of issuance costs of $8.3 million, and $0.6 million in proceeds from exercises of share options, partially offset by $3.5 million of payments on debt.

Cash used in financing activities of $0.2 million for the year ended March 31, 2014 was due primarily to repayments of term loan borrowings.

U.S. Net Operating Loss Carryforwards

As of March 31, 2015, we had net operating loss carryforwards for U.S. federal income tax purposes of $30.4 million. As of March 31, 2015, we had net operating loss carryforwards for state income tax purposes of approximately $27.4 million. These net operating loss carryforwards expire at

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various dates through 2035. In addition, as of March 31, 2015, we had net operating loss carryforwards in the U.K. and our other non-U.S. locations of approximately $9.5 million and $6.2 million, respectively. The non-U.S. operating loss carryforwards are unlimited in duration.

In assessing our ability to realize our net deferred tax assets, we considered various factors including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations, to determine whether it is more likely than not that some portion or all of our net deferred tax assets will not be realized. Based upon these factors, we have determined that the uncertainty regarding the realization of these assets is sufficient to warrant the need for a full valuation allowance against our net deferred tax assets.

Contractual Obligations and Commitments

The following table represents our contractual obligations as of March 31, 2015, aggregated by type:

			Payments due in:
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Debt obligations principal	$	12,442	$	5,314	$	7,128	$	—	$	—
Debt obligations interest		717		457		260		—		—
Operating lease obligations		14,684		2,955		6,573		4,660		496
Data center obligations		38,112		9,330		18,041		10,741		—
Total	$	65,955	$	18,056	$	32,002	$	15,401	$	496

We lease our facilities under non-cancelable operating leases with various expiration dates through October 2021. We have outstanding letters of credit of $0.4 million related to certain operating leases.

Recently Issued and Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance was effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. On July 9, 2015, the FASB voted to approve a one-year deferral of the effective date of this guidance. In accordance with the agreed upon delay, the guidance is effective for us on April 1, 2018. We are currently evaluating the adoption method we will apply and the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist that raise

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substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and earlier application is permitted. We are currently evaluating the impact of the adoption of ASU 2014-15, but the adoption is not expected to have a material effect on our consolidated financial statements or disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810)-Amendments to the Consolidation Analysis, which amends the criteria for determining which entities are considered variable interest entities, or VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for application of the VIE consolidation model. ASU 2015-02 is effective for annual periods, and interim periods therein, beginning after December 15, 2015. We are currently evaluating the impact the adoption of ASU 2015-02 will have on our financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires us to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. ASU 2015-03 will be effective for annual reporting periods beginning after December 15, 2015 and interim periods within fiscal years beginning after December 15, 2016, with early adoption permitted. The new guidance will be applied retrospectively to each prior period presented. We are currently in the process of evaluating the impact and timing of adoption of the ASU 2015-03 on our consolidated financial statements.

Off-Balance Sheet Arrangements

Up to and including the 2014 and 2015 fiscal years and the six months ended September 30, 2015, we have not had any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As a result, we are not exposed to related financing, liquidity, market or credit risks that could arise if we had engaged in those types of arrangements.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes included elsewhere in this prospectus are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between our estimates and our actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that of our significant accounting policies, which are described in Note 2 to the notes to our consolidated financial statements included elsewhere in this prospectus, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations.

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Under the JOBS Act, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. However, we are irrevocably choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption is required for non-emerging growth companies.

Revenue Recognition

We derive our revenue from two sources: (1) subscription revenues, which are comprised of subscription fees from customers accessing our cloud services and from customers purchasing additional support beyond the standard support that is included in the basic subscription fees; and (2) related professional services and other revenue, which consists primarily of set-up, ingestion and training fees.

We recognize revenue when all of the following conditions are satisfied:

• there is persuasive evidence of an arrangement;

• the service has been or is being provided to the customer;

• the collection of the fees is probable; and

• the amount of fees to be paid by the customer is fixed or determinable.

Our subscription arrangements provide customers with the right to access its hosted software applications. Customers do not have the right to take possession of our software during the hosting arrangement. Accordingly, we recognize revenue in accordance with ASC 605, Revenue Recognition, and Staff Accounting Bulleting (SAB) No. 104, Revenue Recognition.

We sell our products and services directly through our dedicated sales force and also indirectly through third-party resellers. In accordance with the provisions of ASC 605, we have considered certain factors in determining whether the end-user or the third-party reseller is our customer in arrangements involving resellers. We concluded that in the majority of transactions with resellers, the reseller is our customer. In these arrangements, we considered that it is the reseller, and not us, that has the relationship with the end-user. Specifically, the reseller has the ability to set pricing with the end-user and the credit risk with the end-user is borne by the reseller. Further, the reseller is not obligated to report its transaction price with the end-user to us, and in the majority of transactions, we are unable to determine the amount paid by the end-user customer to the reseller in these transactions. As a result of such considerations, revenue for these transactions is presented in the accompanying consolidated statements of operations based upon the amount billed to the reseller. For transactions where we have determined that the end-user is the ultimate customer, revenue is presented in the accompanying consolidated statements of operations based on the transaction price with the end-user.

We recognize subscription and support revenue ratably over the term of the contract, typically one year in duration, beginning on the commencement date of each contract.

Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

Our professional services contracts are on a time and material basis. When these services are not combined with subscription revenues as a single unit of accounting, as discussed below, we recognize these revenues as the services are rendered.

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Revenue is presented net of any taxes collected from customers.

We may enter into arrangements with multiple-deliverables that generally include multiple subscriptions, premium support and professional services. For arrangements with multiple deliverables, we evaluate each deliverable to determine whether it represents a separate unit of accounting based on the following criteria: (a) whether the delivered item has value to the customer on a stand-alone basis; and (b) if the contract includes a general right of return relative to the delivered item, whether delivery or performance of the undelivered items is considered probable and substantially within our control.

If the deliverables are determined to qualify as separate units of accounting, consideration is allocated to each unit of accounting based on the units’ relative selling prices. We determine the relative selling price for a deliverable based on its vendor-specific objective evidence of fair value (VSOE), if available, or its best estimate of selling price (BESP), if VSOE is not available. We have determined that third-party evidence of selling price (TPE) is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.

Subscription services have standalone value as such services are often sold separately. In determining whether professional services sold together with the subscription services have standalone value, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the determination that customers cannot resell the services that Mimecast provides, the timing of when the professional services contract was signed in comparison to the subscription service start date and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. Professional services sold at the time of the multiple-element subscription arrangement typically include customer set-up and ingestion services. To date, we have concluded that all of these professional services included in executed multiple-deliverable arrangements do not have standalone value and are therefore not considered separate units of accounting. These professional services are purchased by customers only in contemplation of, or in concert with, purchasing one of our core subscription services and, therefore, are not considered a substantive service, such that the provision of such service does not reflect the culmination of the earnings process. Mimecast does not sell these services without the related underlying primary subscription as there would be no practical interest or need on the behalf of a customer to buy these services without the underlying subscription. We do not have any knowledge of other vendors selling these services on a stand-alone basis and there is no way for an end-user to resell the deliverable. Accordingly, the deliverables within the arrangement including both subscription services and other professional services are accounted for as a single unit of accounting. On these occasions, revenue for the professional services deliverables in the arrangement is recognized on a straight-line basis over the contractual term or the average customer life, as further described below.

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is recognized as the revenue recognition criteria are met. In addition, deferred revenue consists of amounts paid by customers related to upfront set-up or ingestion fees. Revenue related to such services is recognized over the contractual term or the average customer life, whichever is longer. The estimated customer life has been determined to be five years.

Deferred revenue that is expected to be recognized during the succeeding twelve month period is recorded as current deferred revenue and the remaining portion is recorded as non-current in the accompanying consolidated balance sheets.

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Income Taxes

We are subject to income tax in the United Kingdom, the United States and other international jurisdictions, and we use estimates in determining our provision for income taxes. We account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 is an asset and liability approach that requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, and for net operating loss and tax credit carryforwards. ASC 740 requires a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. At March 31, 2014 and 2015 and September 30, 2015, we did not have any uncertain tax positions that would impact our net tax provision.

Accounting for Share-Based Compensation Awards

We account for share-based compensation awards in accordance with the provisions of ASC 718, Compensation—Stock Compensation, which requires the recognition of expense related to the fair value of share-based compensation awards in the statements of operations. For share options issued under our share-based compensation plans to employees and members of our Board of Directors for their services on the Board, the fair value of each option grant is estimated on the date of grant, and an estimated forfeiture rate is used when calculating share-based compensation expense for the period. For restricted share awards issued under our share-based compensation plans, the fair value of each grant is calculated based on the fair value of our ordinary shares on the date of grant. For service-based awards, we recognize compensation expense on a straight-line basis over the requisite service period of the award. For awards subject to both performance and service-based vesting conditions, we recognize share-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Certain awards granted by us are subject to service-based vesting conditions and a performance-based vesting condition based on a liquidity event, defined as either a change of control or an initial public offering. As a result, no compensation cost related to share-based awards with these performance conditions has been recognized through March 31, 2015 or September 30, 2015 as we determined that a liquidity event was not probable at March 31, 2014 or 2015 or September 30, 2015. We will record the expense for these equity-awards using the accelerated attribution method over the remaining service period when management determines that achievement of the liquidity event is probable, which will occur upon the closing of this offering.

We estimate the fair value of employee share options on the date of grant using the Black-Scholes option-pricing model, which requires the use of highly subjective estimates and assumptions. Historically, as a private company, we lacked company-specific historical and implied volatility information. Therefore, we estimate our expected volatility from the historical volatility of selected

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publicly-traded peer companies and expect to continue to do so until we have adequate historical data regarding the volatility of our traded share price. The expected term assumption for service-based awards has been determined using the simplified method. The simplified method is based on the average of the vesting tranches and contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is approximately equal to the expected life of the share option. We use an expected dividend rate of zero as we currently have no history or expectation of paying dividends on our ordinary shares. In addition, we have estimated expected forfeitures of share options based on our historical forfeiture rate and used these rates in developing a future forfeiture rate. If our actual forfeiture rate varies from our historical rates and estimates, additional adjustments to compensation expense may be required in future periods.

The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during each of the periods indicated below:

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
Expected term (in years)		6.4			6.3			6.3			6.3
Risk-free interest rate		2.5	%		3.1	%		3.4	%		2.4	%
Expected volatility		53.0	%		52.6	%		52.6	%		43.7	%
Expected dividend yield		—	%		—	%		—	%		—	%
Estimated grant date fair value per share of Class B ordinary shares	$	3.00		$	7.20		$	6.48		$	10.50

The following table presents the grant dates, numbers of underlying ordinary shares and the per share exercise prices of share options granted between April 1, 2014 and September 30, 2015, along with the fair value per share utilized to calculate share-based compensation expense:

Date of Issuance	Number of shares underlying share options granted(1)		Per share exercise price of share options granted(2)		Per share fair value of ordinary share on grant date
April 2014		217,432	$	6.48	$	6.48
May 2014		250,000	$	6.48	$	6.48
August 2014		183,333	$	6.48	$	6.48
December 2014(3)		15,432	$	6.48	$	6.78
January 2015(3)		24,627	$	6.48	$	6.78
March 2015(4)		176,799	$	6.78	$	9.78
April 7, 2015(5)		125,000	$	6.78	$	9.78
April 28, 2015(5)		203,601	$	6.78	$	9.78
May 6, 2015(6)		161,344	$	1.62	$	9.78
May 11, 2015(5)		133,332	$	6.78	$	9.78
August 1, 2015(7)		708,588	$	9.78	$	10.98
August 18, 2015(7)		15,000	$	9.78	$	10.98
September 18, 2015		166,666	$	10.98	$	10.98

(1) For all share options granted, the underlying shares are B ordinary shares.

(2) The per share exercise price of share options granted represents the fair value of one ordinary share on the date of grant, as determined by our board of directors, after taking into account our most recently available contemporaneous valuations of an ordinary share as well as additional factors that may have changed since the date of such contemporaneous valuation through the date of grant.

(3) At the time of the option grants in December 2014 and January 2015, our board of directors determined that the fair value of our ordinary shares of $6.48 per share calculated in the

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contemporaneous valuation as of November 30, 2013 reasonably reflected the per share fair value of an ordinary share as of the grant date. However, as described below, the fair value of our ordinary shares at the date of these grants was adjusted to $6.78 per share in connection with a retrospective fair value assessment for financial reporting purposes.

(4) At the time of the option grants in March 2015, our board of directors determined that the fair value of our ordinary shares of $6.78 per share calculated in the retrospective valuation as of September 30, 2014 reasonably reflected the per share fair value of an ordinary share as of the grant date. However, as described below, the fair value of our ordinary shares at the date of these grants was adjusted to $9.78 per share in connection with a retrospective fair value assessment for financial reporting purposes.

(5) At the time of the option grants in April and May 2015, our board of directors determined that the fair value of our ordinary shares of $6.78 per share calculated in the retrospective valuation as of September 30, 2014 reasonably reflected the per share fair value of an ordinary share as of the grant date. However, as described below, the fair value of our ordinary shares at the date of these grants was adjusted to $9.78 per share in connection with a retrospective fair value assessment for financial reporting purposes.

(6) Share options granted on May 6, 2015 were issued in substitution for share options originally granted in prior fiscal years to employees of our U.K. based subsidiary under our Approved Plan. In 2015, these original share options were determined to have been issued inconsistent with the rules of the Approved Plan from which they were granted and the tax rules of the U.K. under which the plan is governed. In recognition of this, these original share options were cancelled and re-issued on May 6, 2015 with exercise prices, grant dates and vesting schedules consistent with the original share options.

(7) At the time of the option grants in August 2015, our board of directors determined that the fair value of our ordinary shares of $9.78 per share calculated in the retrospective valuation as of March 31, 2015 reasonably reflected the per share fair value of an ordinary share as of the grant date. However, as described below, the fair value of our ordinary shares at the date of these grants was adjusted to $10.98 per share in connection with a retrospective fair value assessment for financial reporting purposes.

Determination of Fair Value of Ordinary Shares on Grant Dates

We are a private company with no active public market for our ordinary shares. Therefore, we have periodically determined the estimated per share fair value of our ordinary shares at various dates using valuations performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, also known as the Practice Aid. Once a public trading market for our ordinary shares has been established in connection with the completion of this offering, it will no longer be necessary for us to estimate the fair value of our ordinary shares in connection with our accounting for share options and restricted shares, as the fair value of our ordinary shares will be their trading price on the NASDAQ Global Market.

For financial reporting purposes, we performed ordinary share valuations, with the assistance of a third-party specialist, as of November 30, 2013, September 30, 2014, March 31, 2015 and August 31, 2015 which resulted in valuations of our ordinary shares of $6.48, $6.78, $9.78 and $10.98 per share, respectively, as of those dates. In conducting the valuations, we considered all objective and subjective factors that we believed to be relevant for each valuation conducted, including our best estimate of our business condition, prospects and operating performance at each valuation date. Within the valuations

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performed, a range of factors, assumptions and methodologies were used. The significant factors included:

• the lack of an active public market for our ordinary shares and our convertible preferred shares;

• the prices of shares of our convertible preferred shares that we had sold to outside investors in arm’s length transactions, and the rights, preferences and privileges of the convertible preferred shares relative to our ordinary shares;

• our results of operations, financial position, and our ability to expand our client base and increase adoption of our solution within existing clients;

• the material risks related to our business;

• our business strategy;

• the market performance of publicly traded companies in the SaaS and technology sectors, and recently completed mergers and acquisitions of companies comparable to us;

• the likelihood of achieving a liquidity event for the holders of our ordinary shares, such as an initial public offering (IPO) or sale of the company given prevailing market conditions; and

• any recent contemporaneous valuations of our ordinary shares prepared in accordance with methodologies outlined in the Practice Aid.

The dates of our valuations have not always coincided with the dates of our share option grants. In determining the fair value of the shares underlying options set forth in the table above, we considered, among other things, the most recent contemporaneous valuations of our ordinary shares and our assessment of additional objective and subjective factors we believed were relevant as of the grant date. The additional factors considered when determining any changes in fair value between the most recent contemporaneous valuation and the grant dates included our client base expansion, increased adoption of our solution within existing clients, our operating and financial performance and current business conditions.

There are significant judgments and estimates inherent in the determination of the fair value of our ordinary shares. These judgments and estimates include assumptions regarding our future operating performance, the time to completing an IPO, or other liquidity event, the related company valuations associated with such events, and the determinations of the appropriate valuation methods. If we had made different assumptions, our share-based compensation expense, consolidated net loss (income) and consolidated net loss (income) per share applicable to ordinary shareholders could have been significantly different.

Ordinary Share Valuation Methodologies.    Our contemporaneous and retrospective valuations were prepared in accordance with the guidelines in the Practice Aid, which prescribes several valuation approaches for determining the value of an enterprise, such as the cost, market and income approaches.

These valuations estimated the fair value of a minority interest in our ordinary shares, determined based on our business enterprise value, or BEV. Our BEV was estimated using a combination of generally accepted approaches: the income approach using the discounted cash flow method, or DCF method, and the market approach using the guideline public company method, or GPCM. The DCF method estimates the enterprise value based on the estimated present value of future net cash flows the business is expected to generate over a forecasted period and an estimate of the present value of cash flows beyond that period, which is referred to as the terminal value. The estimated present value is calculated using a discount rate known as the weighted-average cost of capital, which accounts for

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the time value of money and the appropriate degree of risks inherent in the business. The market approach considers multiples of financial metrics based on guideline public companies. These multiples are then applied to our financial metrics to derive a range of indicated values. Once calculated, the DCF method and GPCM are then weighted. Our indicated BEV was allocated to the preferred shares, ordinary shares, and share options. Estimates of the volatility of our ordinary shares were based on available information on the volatility of common stock of comparable, publicly traded companies. We applied a discount for lack of marketability to our ordinary shares based on studies of comparable company-specific adjustments along with consideration of a protective put option model.

Methods Used to Allocate Our Enterprise Value to Classes of Securities.    In accordance with the Practice Aid, we considered the various methods for allocating the enterprise value across our classes and series of capital shares to determine the fair value of our ordinary shares at each valuation date.

Our ordinary share valuations as of November 30, 2013, September 30, 2014 and March 31, 2015 were prepared utilizing the Option-Pricing Method, or OPM. Our ordinary share valuation as of August 31, 2015 was prepared utilizing the Hybrid Method.

OPM.    The OPM treats ordinary shares and convertible preferred shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the ordinary shares have value only if the funds available for distribution to shareholders exceed the value of the liquidation preferences at the time of a liquidity event, such as a strategic sale or merger. The ordinary shares are modeled as call options on the underlying equity value at a predetermined exercise price. In the model, the exercise price is based on a comparison with the total equity value rather than, as in the case of a regular call option, a comparison with a per share price. Thus, ordinary shares are considered to be call options with a claim on the enterprise at an exercise price equal to the remaining value immediately after the convertible preferred share liquidation preference is paid.

The OPM uses the Black-Scholes option-pricing model to price the call options. This model defines the securities’ fair values as functions of the current fair value of a company and uses assumptions, such as the anticipated timing of a potential liquidity event and the estimated volatility of the equity securities.

In the OPM, the assumed volatility factor was based on the historical trading volatility of our publicly traded peer companies. At each valuation date, a determination was made by us as to the appropriate volatility to be used, considering such factors as the expected time to a liquidity event and our stage of development.

To derive the fair value of the ordinary shares using the OPM, the proceeds to the ordinary shareholders were calculated based on the preferences and priorities of the convertible preferred shares and ordinary shares. We then applied a discount for lack of marketability to the ordinary shares to account for the lack of access to an active public market.

Hybrid Method.    The Hybrid Method is a hybrid between the probability-weighted expected return method and the OPM. In the Hybrid Method, management estimates a price range for a potential IPO and calculates the present value of each projected share price using the company’s weighted-average cost of capital. Based on management’s expected time horizon for a liquidity event and the pricing estimates for its ordinary shares, the company determined a range of present values for the value of its ordinary shares in an IPO scenario.

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To derive the fair value of the ordinary shares using the Hybrid Method, the calculated values derived from the OPM method and the IPO scenarios were then weighted to arrive at the ordinary share valuation as of August 31, 2015. We then applied a discount for lack of marketability to the ordinary shares to account for the lack of access to an active public market.

The foregoing valuation methodologies are not the only methodologies available and they will not be used to value our ordinary shares once this offering is complete. We cannot make assurances as to any particular valuation for our ordinary shares. Accordingly, investors are cautioned not to place undue reliance on the foregoing valuation methodologies as an indicator of future share prices.

JOBS Act

In April 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an “emerging growth company,” we are electing to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to not take advantage of the extended transition period for complying with new or revised accounting standards is irrevocable. In addition, we are in the process of evaluating the benefits of relying on the other exemptions and reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if as an “emerging growth company” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), or (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of our chief executive officer’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our initial public offering or until we no longer meet the requirements of being an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency rates, although we also have some exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for trading purposes.

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Foreign Currency Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the British pound and South African rand. Percentage of revenues and expenses in foreign currency is as follows:

	Year Ended March 31,		Six months ended September 30, 2015
	2014	2015
Revenues generated in locations outside the United States	66%	62%	59%
Revenues in currencies other than the U.S. dollar	65%	61%	57%
Expenses in currencies other than the U.S. dollar	61%	62%	57%

Percentage of revenues and expenses denominated in foreign currency for the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015:

	Year Ended March 31, 2014
	Revenues			Expenses
British pound		42	%		50	%
South African rand		21			9
Other currencies		2			2
Total		65	%		61	%
	Year Ended March 31, 2015
	Revenues			Expenses
British pound		40	%		50	%
South African rand		19			10
Other currencies		2			2
Total		61	%		62	%
	Six months ended September 30, 2015
	Revenues			Expenses
British pound		38	%		46	%
South African rand		17	%		7	%
Other currencies		2	%		4	%
Total		57	%		57	%

As of March 31, 2014 and 2015 and September 30, 2015, we had $15.9 million, $16.5 million and $16.7 million, respectively, of receivables denominated in currencies other than the U.S. dollar. We also maintain cash accounts denominated in currencies other than the local currency, which exposes us to foreign exchange rate movements. As of March 31, 2014 and 2015 and September 30, 2015, we had $14.6 million, $17.1 million and $17.7 million, respectively, of cash denominated in currencies other than the U.S. dollar. As of March 31, 2014, cash denominated in British pounds and South African rand was $10.4 million and $3.4 million, respectively. As of March 31, 2015, cash denominated in British pounds and South African rand was $13.7 million and $2.4 million, respectively. As of September 30, 2015, cash denominated in British pounds and South African rand was $14.3 million and $2.6 million, respectively.

In addition, although our foreign subsidiaries have intercompany accounts that are eliminated upon consolidation, these accounts expose us to foreign currency exchange rate fluctuations. Exchange rate fluctuations on short-term intercompany accounts are recorded in our consolidated statements of operations under “foreign exchange (expense) income.”

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Currently, our largest foreign currency exposures are the British pound and South African rand. Relative to foreign currency exposures existing at March 31, 2014, significant movements in foreign currency exchange rates would expose us to significant losses in earnings or cash flows or significantly diminish the fair value of our foreign currency financial instruments. For the year ended March 31, 2014, we estimate that a 10% unfavorable movement in foreign currency exchange rates would have decreased revenues by $5.7 million, decreased expenses by $6.0 million and increased operating income by $0.3 million. For the year ended March 31, 2015, we estimate that a 10% unfavorable movement in foreign currency exchange rates would have decreased revenues by $7.1 million, decreased expenses by $7.5 million and increased operating income by $0.4 million. For the six months ended September 30, 2015, we estimate that a 10% unfavorable movement in foreign currency exchange rates would have decreased revenue by $3.9 million, decreased expenses by $3.6 million and decreased operating income by $0.3 million. The estimates used assume that all currencies move in the same direction at the same time and the ratio of non-U.S. dollar denominated revenue and expenses to U.S. dollar denominated revenue and expenses does not change from current levels. Since a portion of our revenue is deferred revenue that is recorded at different foreign currency exchange rates, the impact to revenue of a change in foreign currency exchange rates is recognized over time, and the impact to expenses is more immediate, as expenses are recognized at the current foreign currency exchange rate in effect at the time the expense is incurred. All of the potential changes noted above are based on sensitivity analyses performed on our financial results as of March 31, 2014 and 2015 and September 30, 2015.

Inflation Risk

Inflationary factors, such as increases in our operating expenses, may adversely affect our results of operations, as our customers typically purchase services from us on a subscription basis over a period of time. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, an increase in the rate of inflation in the future may have an adverse effect on our levels of operating expenses as a percentage of revenue if we are unable to increase the prices for our subscription-based services to keep pace with these increased expenses.

Interest Rate Risk

We are exposed to market risk related to changes in interest rates. Our investments primarily consist of money market funds. As of March 31, 2015 and September 30, 2015, we had cash and cash equivalents of $32.9 million and $34.1 million, respectively. The carrying amount of our cash equivalents reasonably approximates fair value, due to the short maturities of these investments. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. Due to the short-term nature of our investment portfolio, we believe only dramatic fluctuations in interest rates would have a material effect on our investments. We do not believe that an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio. As such we do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

As of March 31, 2015 and September 30, 2015, we had an outstanding balance of $12.4 million and $10.0 million, respectively, aggregate principal amount on our term loans, which have a fixed interest rate of 4.5%. Since these instruments bear interest at fixed rates, we have no financial statement risk associated with changes in interest rates. However, the fair value of these instruments fluctuates as interest rate changes.

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A LETTER FROM OUR FOUNDERS

It is difficult to imagine work without email. Email has become such an essential part of our working lives that it is easy to take it for granted. Email is synonymous with communication, but it is capable of so much more. While email today has far surpassed being just a conversation tool, there is a great deal more innovation to come from companies like ours as email technology continues to transform itself throughout the cloud era.

We started Mimecast because we believed that the cloud would become the ideal platform for email, and because we saw that email needed help and protection as it grew more popular. Because of the important role email plays in work, and the treasure trove of data it holds, email is a magnet for cyber criminals and is under constant and evolving attack. Plus, growing compliance obligations mean email and its data must be stored safely, even as data volumes balloon. Finally, because we rely so much on it, any length of downtime is disruptive. Email must work all day, every day.

So, our founding mission was to build a secure cloud infrastructure and services to make email safer for business. Twelve years later we have built our own proprietary cloud architecture and operating system called Mime | OS that makes it possible for us to scale effectively and deliver elegant, fully integrated services that can meet the needs of thousands of organizations.

Today, we are proud that approximately 15,200 organizations and millions of their employees from around the world have entrusted their email and data to us. They use Mimecast to improve the security, reliability and archiving capabilities of their own email servers or primary cloud email service. We take our responsibility to protect their email and the petabytes of business information this includes very seriously.

But there is more potential to unlock. Email has gone from being just a communication platform to probably the greatest single repository of corporate knowledge any organization holds. Almost all corporate activity, discussion or ideas touch email at some point, so we also help customers to mine the archive data we hold for them to uncover the richness of knowledge and insight it contains. While our mission remains to make email safer, we also work hard to make it better for business too.

We now find ourselves at another important milestone in the history of our business as we become a publicly-traded company. We have come a very long way and we’d like to thank our customers, partners, investors and employees (past and present) for their commitment to our mission. Now, we would like to also welcome new investors. To you all, we’d like to say a personal “Thank you” for playing an important part in our story.

Best wishes

Peter Bauer (chief executive officer and co-founder)

Neil Murray (chief technology officer and co-founder)

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BUSINESS

Overview

We are a leading provider of next generation cloud security and risk management services for corporate information and email. Our fully-integrated suite of proprietary cloud services protects customers of all sizes from the significant business and data security risks to which their email system exposes them. We protect customers from today’s rapidly changing threat landscape where email has become a powerful attack vector and data leak concern. We also mitigate the significant business disruption that email failure or downtime causes. In addition, our archiving services secure, store and manage critical corporate communications and information to address growing compliance and e-discovery requirements and enable customers to use this increasing archive of information to improve employee productivity.

Email is a critical tool for organizations of all sizes. Protecting and managing email has become more complicated due to expanding security and compliance requirements and the rapid increase in both the volume and the importance of the information transmitted via email. Organizations are increasingly at risk from security breaches of sensitive data as sophisticated email-based attacks or data leaks have become more common. Additionally, organizations are not just using email for communication, they are also increasing their use of email archives as an active repository of vital corporate information needed to meet compliance requirements and support employee productivity. As a result, email represents one of the highest concentrations of business risk that organizations may face.

Traditional approaches to addressing these risks have left customers managing disparate point products from multiple vendors that are often hard to use, costly to manage, difficult to scale, can fail to fully address today’s increasing and rapidly changing threats, and limit the use of corporate information to enhance productivity. These approaches also suffer from inefficient over-provisioning because of the need to resource for occasional peak demand. The resulting infrastructure complexity caused by disparate products and legacy architectures also makes it difficult to move more IT workloads to the cloud, which continues to be an increasing priority of organizations of all sizes.

We developed our proprietary cloud architecture to offer customers comprehensive email security, continuity and archiving capabilities in a single service that makes it easier for them to protect themselves effectively in a worsening and rapidly changing security and risk environment. Providing a fully-integrated service also simplifies ongoing management and service deployment. Customers can then decommission the often costly and complex point products and on-premises technology they have traditionally used to tackle these risks. We also make it easier for customers to move more of their IT workloads to the cloud.

We serve approximately 15,200 customers and protect millions of their employees across the world. Our service scales effectively to meet the needs of customers of all sizes and we have optimized our sales organization and channel to address each segment effectively. We have more than 600 employees in nine offices in the United States, the United Kingdom, Australia and South Africa. For the fiscal years ended March 31, 2013, 2014 and 2015, our revenues were $66.8 million, $88.3 million and $116.1 million, respectively, representing year-over-year growth of 32% for 2014 and 31% for 2015. Revenue growth on a constant currency basis was 37% and 33% for the fiscal years ended March 31, 2014 and 2015, respectively. For the six months ended September 30, 2014 and 2015, our revenues were $55.5 million and $67.8 million, respectively, representing year-over-year growth for the period of 22%. Growth for this period was 30% on a constant currency basis. Our net losses were $14.3 million and $16.9 million in the fiscal years ended March 31, 2013 and 2014, respectively, and our net income was $0.3 million in the fiscal year ended March 31, 2015. Our net loss for the six months ended September 30, 2015 was $0.1 million.

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Industry Background

Email is a critical tool for organizations of all sizes. Email also captures a comprehensive history of corporate activity, knowledge and data vital for day-to-day business operations and employee productivity, the full potential of which is only beginning to be realized. Consequently, email needs protection and the technology needed to do this has extended well beyond the mailbox itself to include additional security, continuity and archiving services, all of which have typically been offered by separate vendors with different approaches.

Email is Critical to all Organizations

Email continues to be the primary way organizations exchange information and communicate externally and internally. According to a 2015 report by The Radicati Group, employees spend 2.38 hours of their work day on email. They also predict that the number of business emails sent each day worldwide will grow from 112.5 billion in 2015 to 128.8 billion in 2019, and the number of business email users will grow from 922 million to over 1 billion in the same period. Every customer segment and region will experience growth.

Email is also a productivity tool highly valued by employees as evidenced by a December 2014 survey by Pew Research where corporate internet users ranked email as more important than any other communication tool, including the internet itself.

In addition, many other critical IT systems depend on email to operate effectively. For example, sales, customer relationship management, human resources, finance and marketing systems typically rely on email for workflow management, important notifications and other functions, making email continuity and disaster recovery technologies particularly vital to the overall operations of an organization.

The Amount of Critical and Sensitive Data in Email Archives is Growing Rapidly

The Radicati Group report also predicts that the average email storage per business user will grow by 65% in the next four years. The value of this archive of sensitive corporate data contained in email grows with every email or file exchanged. Traditionally, protecting and storing this archive has been a priority for compliance or risk officers, but the email archive is increasingly being used by employees as their primary repository to save and access important information. A 2014 report by Gartner estimates that by 2019, 75% of organizations will treat archive data, including email, as an active data source and not simply as a separate repository to be viewed or searched periodically, up from less than 10% today.

Actively managing these dramatically expanding email archives with traditional on-premises storage technology is costly, so organizations are turning to cloud-based services to meet their archiving needs. A 2014 report by Gartner states that archiving as a service (a.k.a. cloud archiving) has rapidly surpassed on-premises archiving as the preferred deployment model for most organizations. Gartner sees that 60% to 70% of new or replacement email archiving implementations as being cloud-based. Moreover, organizations are increasingly requiring more powerful capabilities to search their email archive in support of e-discovery and employee productivity. 46% of respondents to Forrester’s 2013 Foresights Security Survey of enterprise IT architects, and other IT decision makers, stated e-discovery was a high or critical priority over the next year.

Email is a Primary Security Target for Advanced Cyber-Attacks

In recent years, there has been an increase in the number of high profile security breaches and data leaks. Well organized and funded, including state-backed, hackers and cyber-criminals are targeting organizations to disrupt their operations, steal sensitive corporate data and gain access to

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valuable intellectual property. Email is often the primary target for these external attacks as well as the source of damaging data leaks from insiders, whether accidental or malicious. According to the monitoring service breachlevelindex.com, there have been over three billion reported lost data records since 2013 globally.

Spear-phishing attacks, which involve sending authentic looking emails designed to trick the recipient into sharing sensitive data or clicking on a malicious link leading to a malware infection, have become a widespread and an effective attack technique against organizations of all sizes. Many of the highest profile data breaches have been the result of phishing attacks, including the Home Depot breach in 2014, the Target attack in 2013 and the RSA attack in 2011. These attacks are not limited to large enterprises. In 2015, Endurance International reported that 71% of small businesses have been the victim of phishing attacks.

In addition to advanced and targeted threats, spam and other email-based cyber scams remain a significant problem for organizations, especially as the volume of emails continues to increase. A 2015 report by Kaspersky stated that spam represented 67% of all email flows in 2014.

As a result of the widespread impact of phishing attacks, the disruption of spam and the magnitude of recent data breaches, organizations are elevating the priority of IT security projects.

Data Protection, Cybersecurity and Data Privacy are Key Compliance and Regulatory Concerns for all Organizations

Governments, regulators and industry groups globally continue to enact or amend legislation and standards regarding data protection, cybersecurity and data privacy. Examples of such laws in the United States include the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Graham-Leach-Bliley Act of 1999 (GLBA) and the Sarbanes-Oxley Act of 2002. Countries in Europe have each adopted their own laws under the Data Protection Directive adopted in 1995, which is expected to be superseded in the next two years by a single law under the European Data Protection Regulation. These laws place growing obligations on organizations of all sizes, particularly those in regulated industries, to store, protect, process, share and transmit data safely, or risk significant sanctions as well as the threat of civil litigation. In addition, email communications, and the data they contain, may need to be produced as evidence in litigation or may be necessary to address legal, regulatory or internal queries that may arise in the future. This makes secure email archiving and the ability to access and search data an increasingly critical requirement.

Restrictions IT Teams Put on Email Create New Security Risks

As employees seek to become more productive, exchange files and collaborate, email usage and archive sizes continue to grow, placing greater demands on email resources. Meanwhile, IT teams are under pressure to reduce storage costs and improve infrastructure performance, and this often leads them to take steps to limit unfettered usage of email. This can include blocking large file sending to avoid choking network traffic and putting a file size limit on inboxes to reduce storage infrastructure, which makes it difficult for employees to use the email archive as their primary communication and file store. The frustration this creates can cause employees to seek solutions outside the secure corporate network, such as Dropbox and other web-based file sharing sites, increasing the risk of data leakage and making it difficult for the compliance department to monitor data traffic within and outside the organization.

Email Downtime is Disruptive to Employee Productivity

Given the critical nature of email for business communication and the importance of the information archive, email outages have become increasingly disruptive and costly because of the

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resulting impact on employee productivity. Employees are accustomed to being “always on” and accessing their email and data from mobile phones, tablets and other handheld devices, in addition to desktop devices. According to a report by Osterman Research, email systems experience a 53-minute mean of unplanned downtime each month, or 10.6 hours each year. Osterman estimates that employees become 25% less productive when their email system is down. This impact is not only felt in an outage, since organizations also must plan for regular maintenance and schedule downtime usually after hours at higher cost given overtime wages.

IT Workloads, Including Business Productivity Tools, are Moving to the Cloud

Organizations of all sizes are adopting cloud-based technologies to reduce the cost and complexity of their IT infrastructure and increase performance and flexibility. Gartner reports that 75% of organizations use public cloud services today, although sparingly, and 78% plan to increase their investment in cloud services in the next three years. 91% of organizations across all industries plan to use external providers to help with cloud adoption. IT spending on public cloud infrastructure as a service (IaaS), platform as a service (PaaS), software as a service (SaaS) and business process as a service (BPaaS) is growing at a five-year compound annual growth rate of 18% through 2018, more than six times the growth rate of IT spending generally — 2.7% — over the same time period. This trend is a continuation of the disruptive shift that is seen elsewhere in the application market as a number of high growth SaaS vendors like Salesforce.com, NetSuite, ServiceNow and Workday continue to attract critical IT workloads from on-premises technologies to the cloud. Leading cloud infrastructure vendors such as Amazon Web Services and Microsoft Azure are also seeing significant growth as organizations of all sizes adopt their offerings.

As organizations consider which workloads to move to the cloud, IT teams are looking beyond moving infrastructure and looking to shift traditional productivity tools to Microsoft’s Office 365 or Google Apps for Work. Gartner states that “the proportion of business users provisioned, in whole or in part, with office system capabilities from the cloud will grow from approximately 15% in 2015 to 60%, or approximately 700 million users by 2022.”

Business Email Mailboxes are Moving to the Cloud, but this Creates New Risks to Mitigate

While business email continues to grow, the number of on-premises mailboxes will decline as organizations put them into the cloud. Organizations that move their primary email service to Office 365 or Google face significant risks from their single vendor exposure as they depend on one company for a reliable service, comprehensive threat protection and guaranteed data integrity.

These risks will only increase as services like Office 365 become more popular over time. With more organizations relying on the same hosting infrastructure, any outage or downtime can cause severe industry-wide disruption. Also attacking Office 365 or Google is increasingly attractive for cyber criminals because they know they only have to find a way to attack the single security stack used by these hosting providers to access multiple targets. This is easier and more efficient than targeting organizations one at a time.

As a result, most organizations prefer to have third-party security, continuity and archiving providers in place to reduce their risk posture and provide additional layers of redundancy and enhanced service quality. As organizations adopt cloud infrastructure services, they have also increased spending on securing these workloads with cloud-based security products.

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Traditional Email Security, Continuity and Archiving Alternatives can be Inadequate and do not Address Increasing Customer Requirements and Protect Against Next Generation Security Threats

As the threat landscape becomes more dynamic and complex, and customers want to put more critical IT workloads into the cloud, we believe the point products and traditional architectures that address email security, continuity and archiving will not be able to adequately address increasing customer requirements.

Point Products are Inflexible and only Address Part of the Problem

To address their security, continuity and archiving needs, many organizations have deployed a complex array of disparate or point products on-premises, or cloud-based versions hosted by the vendor.

These technologies are typically from multiple vendors, sometimes developed in-house or use features that shipped with the mail server and only address narrow uses and problems. They can be difficult to integrate, inflexible, unreliable, complex and expensive to manage, particularly as email and data volumes grow. The growing complexity associated with broader IT risks and the escalation of security threats requires a solution that is integrated and agile, and increasingly cloud-based as organizations move more IT workloads there. As a result, organizations who rely on traditional point products will struggle to adapt their infrastructure cost-effectively for today’s email requirements.

Traditional On-Premises or Hosted Architectures have Performance Limitations and are Expensive

Existing technologies, whether on-premises or hosted, are typically built on a single-tenant architecture, which requires extra provisioning to plan for occasional peak volumes and unplanned circumstances for each customer. This approach is inefficient and expensive as it requires a higher minimum investment for each implementation than a native cloud approach that utilizes pooled provisioning across multiple tenants. Hosted “cloud” versions of an on-premises approach rely on the same single-tenant IT architecture as the on-premises version that limits scalability, is inflexible, hard to update rapidly and more expensive to deploy and manage.

Large enterprises that have invested heavily in traditional on-premises technology to address their mounting email risks are increasingly finding themselves exposed as these systems are not adequate or agile enough to adapt to the evolving threat landscape. Smaller and mid-market organizations are also at risk and often more vulnerable as they lack the same level of IT resources or budgets to counter these threats with many having purchased limited security technology. In a recent survey by Endurance, only 42% of small business owners had recently invested resources into any form of security protection, which may not be sufficient given the hostile threat landscape.

Organizations Need a New Approach to Email Security and Management

The limitations of traditional technologies mean customers need to rethink their approach to protecting email and corporate information. They need to mitigate the risks they face from email, and want to reduce the cost and complexity, and move more of their workloads to the cloud.

Meeting this growing customer demand requires an email and data security cloud service that meets the following requirements:

• Integrated Offering. By bringing multiple requirements into one unified service, the next-generation email service would help the organization reduce the complexity and cost of managing point technologies from disparate vendors and bring additional benefits from new capabilities made possible due to unification.

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• Strong Technology. As organizations substitute specialized products provided by different vendors with a unified email service, it is imperative that the individual products are as good, or better, than those being replaced. Organizations are not willing to compromise on performance or security at a product level.

• Native Cloud. As organizations shift workloads to the cloud, and move away from retaining on-premises or single tenant hosted cloud infrastructure, today’s email security and information management technology must be natively cloud-based eliminating the need for local software and hardware, virtual machines and device hosting.

• Built for Scale. As email traffic and data storage continues to increase dramatically, the risk of threats escalates and the need for real-time, on-demand email access becomes more prominent, organizations cannot compromise on email performance and availability. The ideal solution must be easily scalable to match customer demand and be able to handle large volumes.

• Easy to Deploy and Manage. A cloud platform should simplify the process of service updates, new product deployments and on-boarding. System improvements should also be handled centrally, reducing this burden for the customers’ own IT team. A unified service also means it should be managed from a single administration console.

• Adaptable to Customer Needs. With the rapidly shifting threat landscape and other IT requirements, customer email needs are continuously evolving, and it is important that email and information management solutions adapt quickly to help organizations keep pace with changing risks and enhance productivity.

• Lower Total Cost of Ownership. The new approach for corporate email security, continuity and archiving should solve the current problems of integration, performance and scalability while simplifying the IT email infrastructure, reducing the initial capital outlay, recurring maintenance costs and the growing storage costs that many companies face as their volumes scale.

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Our Market Opportunity

The growing need of organizations to mitigate the risks of email and data security, continuity and archiving has already established a significant industry beyond the mail server. According to 451 Research, an information technology research company, there were approximately 194 million active mobile email users alone worldwide in businesses with 10 - 499 employees in 2015. 451 Research projects this number to increase to 311 million by 2019, representing a compound annual growth rate of 12.5%. In addition, according to the U.S. Small Business Administration, there are approximately 5.7 million organizations employing 113.4 million employees in the United States. Among them, there are over 570,000 small and mid-size organizations, which are defined as those organizations employing 20 to 4,999 employees, that together have approximately 55 million employees. Based on recent Gartner reports, combined spending in markets catering to enterprise information and email security, continuity and archiving, which include Secure Email Gateway, Backup and Recovery Software, E-Discovery Software and Data Loss Prevention, was $9.4 billion in 2014 and will grow to $11.6 billion in 2017. We believe there is a considerable need for a comprehensive integrated cloud solution that can address the needs of customers in these markets.

Our immediate opportunity is to replace incumbent email security, continuity and archiving vendors. As we extend our products into adjacent areas, we anticipate this will open up additional opportunities beyond this to take further market share in a wider range of enterprise security and data management markets. We also expect to benefit from the growing popularity of cloud email services, specifically Office 365 and Google, and the customer need for complementary security, archiving, back-up and continuity services.

Our Solution

Our fully-integrated suite of cloud services for security, continuity and archiving is designed to protect email and deliver comprehensive email risk management beyond the primary mail server. We protect customers from the growing threat to email and the corporate data it contains from malware, spam, data leaks and advanced threats like spear-phishing. We also help organizations securely and cost effectively archive their growing email and file repositories to support employee productivity,

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compliance and e-discovery. Our continuity services ensure email and corporate information remain available in the event of a primary system failure or scheduled maintenance downtime.

Our customers benefit from:

• Comprehensive Email and Data Risk Management in a Single, Unified Cloud Service. Our services integrate a range of technologies into a comprehensive service that would otherwise require an array of individual devices or services from multiple vendors. We enable customers to decommission these technologies, reduce the cost and complexity of their infrastructure, redeploy IT resources, and improve the security and risk management of their corporate email environment.

• Best-of-Breed Security, Continuity and Archiving Services. We believe our customers should not have to compromise on the quality of their email security, continuity or archiving services in order to benefit from integration. Our strategy is to develop best-of-breed capabilities within our integrated service to compete successfully with industry-leading point products in three critical areas:

• Email and Data Security: We protect customers from a comprehensive range of email and data related threats that include, but are not limited to, spam, viruses, phishing and spear phishing, identity theft, advanced persistent threats, malicious attachments, known and unknown malware, outbound spam outbreaks and malicious inbound URLs. We combine our proprietary cloud-based scanning, detection and real-time intelligence gathering technologies with third-party threat data and malware libraries to deliver comprehensive and overlapping protection reflective of a best-of-breed security service.

• Email Service Continuity: Our continuity service enables customers to send, receive and view emails and calendars during email gateway failures or planned maintenance downtime, without the need to build or host their own replicated email environment. Our service has immediate fail-over and fail-back capabilities, and is fully-integrated into Microsoft Outlook. Employees can continue to access their email and data using their preferred mobile, tablet or desktop device, or via our web-based portal, so there is limited interruption to how they normally operate.

• Data Archiving: We enable organizations to archive rapidly growing volumes of email and associated data safely and centrally in the cloud to support their need to archive data cost effectively to meet long term storage, compliance, governance, risk mitigation and regulatory obligations. We also provide powerful search tools that can increase employee productivity, and enable them to utilize their archive as a live file store. Key features of our service include, unlimited and perpetual legal hold, discovery and early legal case assessment, onsite and cloud-linked retention management, administrator and employee-led retention controls, onsite and metadata synchronization and record destruction policies and services.

• Web Scale Performance for Organizations of All Sizes. Our cloud service is built to address the most demanding scale, performance and availability requirements of large enterprises but delivers this as a subscription-based cloud service that puts these capabilities within the reach of small and mid-market organizations too. Our data centers process approximately 180 million emails per day, and store over 100 billion emails and approximately 15 petabytes of customer data. We achieve demanding continuity service commitments with data centers that are replicated in each geography and operate in active-active mode enabling fast failover and fail-back as required.

• Compelling Return on Investment. Our unified, cloud-based service enables our customers to decommission a range of legacy and disparate technologies that support their email server and recover this cost. We utilize cost-efficient commodity hardware, and share a single instance of the operating software as well as storage and processing hardware securely across

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the whole customer base within each data center, allowing us to deliver cloud-scale economic and performance benefits to our customers. Customers also benefit from the continuous improvement of our service without the need to pay for service packs or updates. Our service bundles and subscription-based pricing also enable customers to pay per employee and select their desired services making costs easy to predict and affordable.

• Easy to Deploy and Manage. Our service is designed to be easier to deploy than alternative technologies. Customers simply route their email traffic through our cloud and can be up and running in a matter of days and sometimes less. We then enable our customers to add or delete new services and employees, and manage all security and other policies centrally via a single web-based administration console that significantly simplifies the ongoing management of their email and data environment.

• Highly Agile and Adaptable Service. We are continually improving our cloud architecture and services. Our common code base and multi-tenant cloud architecture enables us to perform maintenance updates and add new features or products by updating our core code base once. Continuous service development and multi-tenant rapid deployment also means we can keep pace with emerging threats to protect and respond quickly to changing customer needs.

• An Easier Move of Additional Critical Workloads to the Cloud. For those customers that want to put more workloads into the cloud, our technology facilitates the migration of email in particular by removing the complexity that has stalled many customers to date. Our interoperability with cloud-based email servers, such as Office 365, makes this easier to achieve and helps to mitigate remaining concerns about the single-vendor security, data integrity and continuity risk of such a move. Our data ingestion services also allow customers to bring legacy data into their new cloud archive to ensure it is a complete record of current and historic data.

Our Growth Strategy

We will continue to invest in extending our leadership in cloud security and risk management services, and as more organizations move IT workloads such as email to the cloud, we believe we are well positioned to continue capitalizing on this growing opportunity globally.

Our growth strategy is focused on the following:

• Grow Revenue From Our Existing Customer Base. We serve approximately 15,200 customers of all sizes. We provide a high level of service that results in our customers staying with us year over year. This large and loyal customer base provides us with the opportunity to sell additional services and add more employees to their subscriptions. As a result, we have achieved a revenue retention rate of 107% and 108% for the fiscal year ended March 31, 2015 and the twelve month period ended September 30, 2015, respectively. As of September 30, 2015, 28% of our customers subscribed to one of our services, 18% of our customers subscribed to two of our services, 33% of our customers subscribed to three of our services, and 21% of our customers subscribed to four or more of our services. As of September 30, 2015, approximately 14,400 of our customers subscribed to our Email Security service, approximately 10,300 subscribed to our Mailbox Continuity service, and approximately 8,600 subscribed to our Enterprise Information Archiving service. As a result, we believe we have significant upsell potential in our existing customer base with current and new services. We intend to continue proactively broadening our reach with our existing customers and sell additional services.

• Acquire New Customers. We have built our global cloud architecture to offer best-of-breed capabilities and to be highly scalable and affordable for organizations of any size, ranging from small and mid-market customers to the largest global enterprises. Moreover, we offer our security, continuity and archiving email services as bundles and in a modular fashion, enabling us to win new customers by addressing a variety of initial needs and use cases that we expand over time as we cross sell other offerings. We will continue to invest in a direct sales force combined

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with a focused channel strategy designed to serve the various requirements of small, mid-market and large enterprises and to bring new customers onto our cloud architecture.

• Actively Invest in Our Channel Partner Network. The majority of our sales are through a reseller channel designed specifically to meet the requirements of each of our target customer segments. In the large enterprise market, we are building on existing relationships with leading systems integrators such as Hewlett Packard, Dimension Data and Avanade. In small and mid-market organizations, we are extending our network of leading IT resellers like Softcat, SHI and Softchoice. We expect to expand our channel strategy over time to incorporate additional security or cloud specialists, as well as resellers focusing on supporting customers with the transition to Office 365. We intend to further invest in our network of channel partners to further extend our global sales, service and support capabilities.

• Develop Our Technology and Release New Services. We regularly update and improve our software and architecture and seamlessly deploy these updates to our customers. In the fiscal year ended March 31, 2015, we launched two new revenue-generating services. We will continue to build on our current capabilities and exploit additional opportunities in adjacent areas to those we serve today. This will extend the value our customers can gain from our architecture and enable them to consolidate additional email and data services to our integrated cloud service working seamlessly with Microsoft Exchange, Office 365 and Google Apps for Work.

• Continue to Expand Our Geographic Presence. We were founded outside the United States and, consequently, 62% and 59% of our sales in fiscal year 2015 and the six months ended September 30, 2015, respectively, were derived from non-U.S. locations. Revenue from the United States grew at 47% and 41% from the fiscal year ended March 31, 2014 to the fiscal year ended March 31, 2015, and from the six months ended September 30, 2014 to the six months ended September 30, 2015, respectively, and we view this as our most significant growth market. Since founding our U.S. business in 2008, we have established a successful direct sales, channel and service infrastructure to exploit this opportunity. We have also established a presence in Australia and expect expansion in that geography as our data centers there are now operational. We plan to investigate additional international expansion from our regional bases in the United States (for North America), the United Kingdom (for Europe), South Africa (for Africa and the Middle East) and Australia (for Asia-Pacific).

• Target Organizations Moving Workloads to the Cloud. Given the compelling cost benefits and improved agility of cloud-based solutions, organizations are increasingly moving critical workloads to the cloud. As these IT workloads move to the cloud, we believe we are well-positioned to take advantage of growth opportunities that exist from augmenting services, including Office 365 and Google Apps for Work.

Our Technology

We have developed a native cloud architecture, including our own proprietary SaaS operating system and customer-facing services, to address the specific risks and functional limitations of business email and data. Our innovative cloud-based approach requires no on-premises or hosted appliances. We believe we are one of only a few cloud architects that have fully committed to native cloud development.

We have a proven record of performing successfully at considerable scale and addressing rapidly growing customer demands. We process approximately 180 million emails per day with over 100 billion under management. We archive approximately 15 petabytes of customer data and add more than 150 terabytes of customer data per month and employee queries of their Mimecast email archive have grown from approximately 500,000 to over 900,000 per week in just one year.

We are able to provision customer email flows and onboard massive amounts of email data from legacy archives rapidly and efficiently. This drives customer adoption and makes the cloud transition

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easier than our customers typically expect. Once a customer is live on our service, adding new products to their subscription only requires activating it from within their single administration console. This can be done with as little as one click and the new service is available across their business.

Our Proprietary Native Cloud Architecture—Mime | OS

We developed a proprietary operating system called Mime | OS for native cloud services. Mime | OS enables secure multi-tenancy and takes advantage of the cost and performance benefits of using industry-standard hardware and resource sharing specifically for the secure management of email and data. This enables us to provision efficiently and securely across our customer base, minimizing the impact of spare or over-provisioned processing and storage capacity, reducing the cost of providing our services.

Mime | OS utilizes a common code base to control the hardware, and the storage, indexing, processing, services, administrator and user interface layers of our cloud environment. It has been specifically designed to enable us to scale our storage, processing and services to meet large enterprise-level email and data demands, while retaining the cost and performance benefits of a native cloud environment.

Mime | OS also streamlines our customer application development and enables strong integration across our services. All of our customer applications or services, use Mime | OS to interact with our single data stores and processing technology, as well as interoperate effectively with each other.

As set forth below, Mime | OS is our proprietary operating system that controls the interface, services, processing, indexing and storage layers of Mimecast’s cloud architecture.

The Mimecast Cloud Architecture

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Continuous Development Methodology and Multi-Tenancy Advantage

As we enhance and expand our technology, we can update services centrally with little or no intervention required by the customer as everyone shares the same core operating and application software. Improvements, upgrades, new products or patches are applied once and are available immediately across our whole service to customers. It also means we have only one, up-to-date version of our service to maintain and support, as well as a single, common data store for all customers that simplifies management, support and product development.

Our services already process and manage large volumes of customer data and this is growing daily. Our commitment to continual improvement in Mime | OS, our customer applications and hardware infrastructure mean we are constantly strengthening the performance of our service as we scale. These improvements include faster archive search times and data ingestion, greater storage density, improved processing and extended security coverage. Each week, we roll out updates and enhancements centrally that benefit our customers without the need for additional infrastructure investment on their part. Additionally, when new threats emerge, we act once by making changes to our service and all customers benefit immediately. We can also identify and act on threats to one customer and quickly prevent them from impacting others by changing our core system.

How Our Services Work

Mimecast Email Security

We protect inbound and outbound email from malware, spam, advanced persistent threats, email DoS and DDoS, data leaks and other security threats.

Inbound email is directed through Mimecast Email Security, which performs comprehensive security checks before the email is delivered to the customer’s infrastructure, e.g. Exchange, Office 365 or Google. This prevents unwanted email even reaching the customer in the first place and cluttering their infrastructure unlike on-premises services from competitors. Each day, we monitor approximately 375 million messages delivering, on average, less than 50% to the customer.

Outbound email sent from the customer also passes through us and is checked before being sent on to prevent it from presenting a security threat to the recipient. Outbound email can also be encrypted, and scanned by our comprehensive content controls to prevent confidential documents or data leaving the business. Data leak prevention is a key consideration for all organizations.

Mimecast Mailbox Continuity

Email is a 24x7 tool and, traditionally, customers who want to ensure their email does not experience downtime as a result of an inevitable outage or maintenance have had to replicate their own infrastructure in a second location, doubling their email-related costs. The cost and management burden of doing this is prohibitive for many, particularly small or mid-market organizations.

We are a cost effective alternative as there is no need for additional infrastructure. As all customer outbound and inbound email is coming through us anyway, when the customer’s primary email service fails, our Mimecast Mailbox Continuity service takes over the delivery and sending of email in real time or at the request of the administrator, offering immediate fail-over and fail-back. When the primary service is re-established, the customer is reassured that there has been no loss of data and that the archive is maintained. For employees the process is virtually invisible—they continue to work as before in their Microsoft Outlook desktop email client, their Mimecast mobile app or their Mac Desktop App.

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Mimecast Enterprise Information Archiving

Email, and the data it contains, needs to be safely archived to meet growing compliance, regulatory and legal obligations. Also, employees are increasingly using their email archive as their primary information store so this is further reason to ensure it is protected and archived effectively.

As email, file attachments, and associated critical metadata that identifies activity is sent or received, it can be saved in a secure, tamper-proof archive in the single Mimecast cloud automatically and indefinitely. Our employee mobile and desktop search tools, and administration console, then allow for detailed investigation of the archive. We also enable customers with legacy archive data to put this into their single Mimecast archive, which improves adherence to data compliance obligations and gives employees access to a complete historical view of their archive.

Our Mimecast Enterprise Information Archiving service offers secure lifetime storage of email, files and instant messaging conversations paid for on a per-employee not data basis. Expensive and ineffective onsite archives can be decommissioned, reducing the data load on the primary email service too. Our search tools make it easy for legal staff and employees themselves to quickly find data without the need to turn to the IT team. Finally, our archive can also include legacy data that would otherwise be held in additional storage. This can be ingested over-the-wire or via physical drives sent encrypted from the customer to us.

Our Global Data Center Network

We have built a network of ten data centers in five locations around the world to deliver our services. This gives customers geographic and jurisdictional control over data location, which enables them to address data privacy concerns. Each region operates two identical data centers that function in active-active mode in different locations, and have N+1 set-ups to meet our continuity of service commitments. Because of this redundancy, we are able to switch operations from one data center to another to maintain our customers’ email and data services. We have developed a modular approach to provisioning a new data center and can transition amongst data centers as needed in existing or new geographies.

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Mimecast’s ten co-located data centers, which are illustrated below, are replicated and operate in active-active mode to allow for continuity of service in the event of downtime or maintenance.

Our Services

Our cloud security, continuity and archiving services protect email and data, giving customers comprehensive email risk management in a single, fully-integrated subscription service.

Mimecast Email Security protects against malware, spam, advanced phishing and other emerging attacks, while also preventing data leaks. Mimecast Mailbox Continuity ensures employees can continue using email during unexpected and planned outages such as system maintenance. Mimecast Enterprise Information Archiving unifies email, file and Lync Instant Messaging data to support e-discovery, and gives employees fast access to their personal archive via PC, Mac and mobile apps.

Mimecast Email Security

Email security is a critical defense against hackers seeking to capture and exploit valuable corporate information and disrupt business operations. Our Mimecast Email Security service provides comprehensive email security. It prevents spam, viruses, advanced threats, bulk mail and defined content from reaching inboxes, and protects the security and integrity of outbound email communications. It gives administrators granular security and content policy control for all inbound and outbound email traffic to prevent risks including data leaks. Integration into Outlook and mobile apps provides employees the freedom to be self-sufficient and have the ability to manage their quarantines.

Customers can also purchase the following additional services as part of our Mimecast Email Security offering:

• Targeted Threat Protection: Highly sophisticated targeted attacks, including spear-phishing, are using email to successfully infiltrate organizations, exploit users and steal valuable IP and customer data. Mimecast Targeted Threat Protection extends traditional gateway security to protect organizations against these advanced and highly targeted attacks. Also a threat

dashboard and notification system provides real-time data, including audit and reporting, and

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enables administrators and security specialists to monitor and report attempted attacks. We launched Targeted Threat Protection URL Protect in April 2014 and Attachment Protect in July 2015.

• URL Protect tackles the threat from emails containing malicious links. It automatically checks links each time they are clicked, preventing employees from visiting compromised websites regardless of what email client or device they are using. It also includes innovative user awareness capabilities so IT teams can raise the security awareness of employees. Once enabled, a percentage of links in emails clicked by an employee will open a warning screen. This will provide them more information about the email and destination, prompting them to consider whether the page is safe. If they choose to continue, the choice is logged and URL Protect scans the link and blocks access if the destination is unsafe. IT administrators can adjust the frequency of these awareness prompts to ensure employee caution is maintained. Repeat offenders that click bad links will automatically receive more frequent prompts until their behavior changes. The IT team can track employee behavior from the Mimecast administration console and target additional security training as required.

• Attachment Protect reduces the threat from weaponized or malware-laden attachments used in spear-phishing and other advanced attacks. It includes pre-emptive sandboxing to automatically security check email attachments before they are delivered to employees. Attachments are opened in a virtual environment or sandbox, isolated from the corporate email system, security checked and passed on to the employee only if no threat is detected. It also includes the option of an innovative transcription service that automatically converts attachments into a safe file format, neutralizing malware as it does so. The attachment is delivered to the employee in read-only format without any delay. As most attachments are read rather than edited, this is often sufficient. Should the employee need to edit the attachment, they can request it is sandboxed on-demand and delivered in the original file format.

• Secure Messaging: Email containing sensitive or confidential information requires appropriate security and control to prevent inadvertent or deliberate data leaks and to protect its information while in transit. Mimecast Secure Messaging is a secure and private channel to share sensitive information with external contacts via email without the need for additional client or desktop software. Sensitive information is retained within the Mimecast cloud service strengthening information security, data governance and compliance, without the added IT overhead and complexity of traditional email encryption solutions. We launched Secure Messaging in April 2015.

• Large File Send: Employees can create security and compliance risks when they turn to large file sharing tools to overcome email size limits imposed by their IT team or email infrastructure. Mimecast Large File Send enables PC and Mac users to send and receive large files directly from Outlook or a native Mac app. It protects attachments in line with security and content policies by utilizing encryption, optional access key and custom expiration dates; supports audit, e-discovery and compliance by archiving all files and notifications according to email retention policies; and protects email system performance from the burden of large file traffic. We launched Large File Send in July 2013.

Mimecast Mailbox Continuity

Email continuity protects email and data against the threat of downtime as a result of system failure, natural disasters and the impact of planned maintenance, system upgrades and migrations. Mimecast Mailbox Continuity services significantly reduce the cost and complexity of mitigating these risks and provides uninterrupted access to live and historic email and calendar information. During an outage our service provides real-time inbound, outbound and internal email support. The continuity

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service can be activated and deactivated directly and instantly from our administration console by administrators for the complete organization or for specific groups affected by limited outages. All outage events are fully logged and we also support email top-up services for customers who have to recover their Exchange environments from backups. The continuity service is capable of reliably and securely supporting customers during short or long-term continuity events. Integration with Microsoft Outlook, a native app for Mac users and a full suite of mobile apps means employees have seamless access to their email in the event of an outage.

Mimecast Enterprise Information Archiving

Our cloud archive consolidates into one store all inbound, outbound and internal email, files and instant messaging in a perpetual, indexed and secure archive. Using our Mimecast Enterprise Information Archiving service, customers can also incorporate legacy data from additional archives into the same searchable store.

All data is encrypted and preserved within a Write Once Read Many (WORM) state. Proprietary indexing and retrieval solutions allow customers to search individual mailboxes or the entire corporate archive in seconds. Our mobile, tablet, desktop and web applications ensure that employees can search and make the best use of their entire corporate archive in a fast, reliable and informative way. Intensive logging services cover the use of the archive, and roles and permissions govern what employees can see in the archive based on their role. Our purpose-built ingestion and export services support rapid high-volume extraction, scrubbing and loading of significant quantities of data. Our archive solution retains metadata that arises from gateway and continuity operations and we preserve both received and altered variants of emails that pass through our secure email gateway. Retention options for customers range from individual retentions, to data retained for an entire customer on a perpetual basis.

Customers can also purchase the following additional services as part of our Mimecast Enterprise Information Archiving offering:

• Cloud Archive for Email: Mimecast’s Cloud Archive for Email archives inbound, outbound and internal email. Employees get instant access to the archive from their device of choice to help boost productivity, while granular litigation hold, e-discovery and reporting strengthen compliance.

• Archive Power Tools: This is a series of advanced archiving tools including:

• Mimecast Storage Management for Exchange: This enables active mailbox size management, so administrators can optimize email system performance, control costs and support archive policy enforcement.

• Mailbox and Folder Tools for Exchange: In an email continuity event or when searching for archived content, access to folder structures and shared mailbox content is key to productivity. This tool makes it easy to replicate individual and shared mailbox folders into the Mimecast Cloud Archive for Email.

• Granular Retention Management: Managing email retention policies can be complex and time-consuming, because different business groups and individuals have requirements that vary how long email should, or is required to be retained. Mimecast Granular Retention Management enables IT teams to centrally apply policies to manage the retention of email content and related metadata.

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Unified Bundles

Many of our customers are attracted by the ability to combine our services and capabilities into a unified service bundle managed from a single administration console, and integrated into Microsoft Outlook. Customers often start here and add additional products as required.

• Mimecast Unified Email Management Express: Our single suite of fully integrated email security and continuity services.

• Mimecast Unified Email Management Enterprise: Our integrated bundle of email security, continuity and archiving services.

• Mimecast Services for Office 365: A move to Office 365 creates single vendor exposure, and the associated security, continuity and data assurance risks of this have stopped many organizations from migrating to date. To overcome these risks, a comprehensive secondary service is key.

Our integrated risk management suite for Office 365 makes use of substantial portions of our unified service platform to address these risks and allows customers to maintain their commitment to a cloud-only solution for their email and data needs. Mimecast Services for Office 365 includes: Mailbox Continuity; Broad Spectrum Email Security; Data Assurance; Legacy Archive Data Management; Advanced Account Administration and Large File Send.

Mimecast’s Mailbox Continuity keeps email flowing in the event of a partial or full Office 365 service outage. Our Broad Spectrum Security adds further third-party protection to Office 365 Exchange Online Protection and adds key functionality for protection against spear-phishing, secure messaging and large file sending. Mimecast Data Assurance adds an independent to Microsoft data repository and verification service required to meet compliance and data back-up and integrity requirements fully.

Mimecast Mobile and Desktop Apps

Mobile, PC and Mac users get self-service access to security features, including spam reporting and managed sender lists, the ability to send and receive email during a primary email system outage, and access to their personal email archive to run searches on its content. Employee productivity does not come at the expense of centralized control. Administrators can use granular permissions to activate functions for individual employees or groups of users, while centralized security and policy management means IT teams can retain control over default settings.

Sales and Marketing

Our sales and marketing teams work together to build a strong sales pipeline, cultivate and retain customers and drive market awareness of our current and future products and services.

Sales

We sell our services through direct sales efforts and through our channel partners. Our sales model is designed to meet the needs of small and mid-market organizations and large enterprises across a wide range of industries and in over 100 countries. Our approach has played an important role in the growth of our customer base to date. Our sales team is based in offices in Boston, Chicago, Dallas and San Francisco, United States; London, United Kingdom; Johannesburg and Cape Town, South Africa; and Melbourne and Sydney, Australia. We maintain a highly-trained sales force of approximately 170 employees as of September 30, 2015, which is responsible for acquiring and developing new business.

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We also have an experienced sales team focused on developing and strengthening our channel partner relationships. Many organizations work with third-party IT channel partners to meet their security, IT and cloud service needs, so we have formed relationships with a variety of the leading partners to target large enterprises, mid-market and small organizations. For large enterprises, we work with international partners including Avanade, Hewlett-Packard and Dimension Data. In the mid-market, we work with leading national partners, including Softchoice, SHI and Softcat. The small business market is primarily served by the reseller community and also by Managed Service Providers, who typically provide or host email services. We work closely with all of these channel partners to offer cooperative marketing, deal registration, as well as support and technical resources. We believe these partners view our services as a key source of additional revenue and a way for them to add significant value to their customers as they can support their desire to move to the cloud without compromising their security position.

Sales to our channel partners are generally subject to our standard, non-exclusive channel partner agreement, meaning our channel partners may offer customers the products of several different companies. These agreements are generally for a term of one year with a one year renewal term and can be terminated by us or the channel partner. Payment to us from the channel partner is typically due within 30 calendar days of the date we issue an invoice for such sales.

Our sales cycle varies by size of customer, the number of products purchased and the complexity of the project, ranging from several days for incremental sales to existing customers, to many months for sales to new customers or large deployments.

We plan to invest in our sales organization to support both the growth of our direct sales organization and our channel partners.

Marketing

Our marketing strategy is designed to meet the specific needs of each of our customer segments. We are focused on building our brand and product awareness, increasing customer adoption of our products, communicating the advantages of our solution and its benefit to organizations, and generating leads for our channel partners and direct sales force. We execute our marketing strategy by using a combination of internal marketing professionals and a network of global channel partners. We invest in field, channel, product and brand marketing and have increased our investment in digital marketing to drive greater lead generation volume and efficiency. Our local marketing teams support the conversion of these leads into qualified opportunities for inside sales and are responsible for branding, content generation and product marketing.

Customer Service and Support

We maintain our strong customer retention rate through the strength and quality of our products, our commitment to our customers’ success and our award-winning local customer service and support team, which consists of more than 170 employees worldwide dedicated to ensuring a superior experience for our customers. For each of the fiscal years ended March 31, 2013, 2014 and 2015, our customer renewal rate has been consistently greater than 90%. We calculate our annual customer retention rate as the percentage of paying customers on the last day of the prior year who remain paying customers of the last day of the current year.

We have designed a comprehensive monitoring methodology that tracks and evaluates the interactions we have with our customers from sales and on-boarding to support and renewal. Our cross-functional teams, under the supervision of our Chief of Customer Operations, work together to ensure the best customer experience is achieved and to address customer needs as they arise.

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A key aspect of our customer on-boarding process is our Legacy Data Migration services. Our customers often have legacy email archives that they want to move to the cloud. Our data migration service helps solve the problems customers face when extracting that data and getting it into the right format for importing to the cloud, which can be expensive, time-consuming and involve interactions with multiple vendors.

In addition, we offer a full range of support services to our global customer base, including comprehensive online resources and 24x7 email support with no outsourcing of support or account management to third parties. We also offer a range of additional services that include options for 24x7 telephone support and a dedicated technical account manager. These support services are priced and tiered to meet specific customer requirements.

We also have a dedicated training team and resources designed to enable customers to get the full benefit from their Mimecast investment. Our comprehensive education and consultancy resources include administrator training and certification, end user training and e-discovery training for compliance teams, all of which are available in-person and online.

Beyond customer support and training, we also provide a range of services that are designed to provide additional support to some customers, especially larger enterprises with more complex email infrastructure and legacy data. Our professional services team works with the customer, or supports our partners to assist them, in planning, migration and service activation.

We also offer a standard service level agreement as part of our standard contract that contains commitments regarding the delivery of email messages to and from our servers, the speed at which our archive can produce search results, and our ability to correctly identify and isolate spam and viruses. In the event that we do not achieve these levels, the customer can request a credit. Payment of the credit will be made subject to verification of the problem. These credits are tiered according to the extent of the service issued. The amount of credits provided to date has been immaterial in all historical periods.

Customers

As of September 30, 2015, we had approximately 15,200 customers and protected millions of their employees in over 100 countries. Our diverse global footprint is evidenced by the fact that in the fiscal year ended March 31, 2015, we generated 42% of our revenue from the United Kingdom, 38% from the United States, 19% from South Africa and 2% from the rest of the world. In the six months ended September 30, 2015, we generated 41% of our revenue from the United States, 40% from the United Kingdom, 17% from South Africa and 2% from the rest of the world. Our customers range from large enterprises with over 7,500 employees to small organizations with less than 500 employees and represent a diverse set of industries. For example, in the fiscal year ended March 31, 2015, we generated 17% of our revenue from customers in the legal services industry, 14% from customers in the professional, scientific and technical services industry, 13% from customers in the manufacturing industry and 12% from customers in the finance and insurance industry. Our business is not dependent on any particular customer. No single customer represented more than 1% of our annual revenues in the fiscal year ended March 31, 2015 or the six months ended September 30, 2015.

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Case Studies

We believe the following case studies are representative examples of how our customers have benefited from our services.

Competitive security swap-out integrated with additional email continuity and archiving services. An international management and technology consulting firm (4,200 users)

Problem: The customer needed to replace an existing email security solution that was no longer serving its needs. They had also suffered from disruptive email outages and had a local server that was being used to archive a significant and growing volume of email data.

Solution: Initially the customer contacted Mimecast for email security but after speaking with us about their wider challenges, it was clear that the addition of our continuity service would enable them to achieve their goal of improved email reliability. They started with Unified Email Management Express but upgraded later to Enterprise to add our email and instant messaging archiving capability.

Result: The customer was able to meet, and unify into a single cloud service, their security, continuity and archiving needs previously handled by different technologies.

Replacing on-premises technology and enhancing security, archiving and continuity. A global manufacturing business (10,600 users)

Problem: The customer wanted to improve security, reduce the cost of managing email, and replace an existing on-premises email infrastructure with a cloud solution. It was also important to improve archiving as weekly backups often failed and consumed considerable IT team time along with the necessity for onsite upgrades. Finding and retrieving email from its old archiving system was a manual search and recovery process that sometimes took days.

Solution: The customer initially selected Mimecast’s service to replace its on-premises archiving and anti-spam/anti-virus devices. As the customer outgrew their on-premises email infrastructure, they made the decision to move to Office 365 supported by Mimecast’s enhanced security, archiving and continuity services. The customer has also since deployed additional Mimecast services including Mimecast Large File Send.

Results: The customer believes the move to Mimecast has saved significant infrastructure cost, delivered time savings and streamlined email efficiency, improved its security posture, and reduced storage. The customer reports significant improvements in archive search times and accuracy in particular over its previous services.

Security, large enterprise and competitor swap-out. A regional government (79,000 users)

Problem: The customer was using leading competitors for on-premises security and to enable the sending of secure messages and attachments to external recipients. Problems with the solution were creating support issues from end-users and the solution was considered difficult to use. For the IT team, supporting multiple technologies was creating unwanted administrative burden and cost.

Solution: Mimecast replaced the secure email gateway technologies with one solution integrated with Microsoft Outlook to meet the requirement for ease of use for end-users. Secure messaging was built into the solution with the addition of Mimecast Closed Circuit Messaging.

Result: Spending on the secure email gateway infrastructure was reduced as this was consolidated from multiple vendors to Mimecast. They also reduced their planned spend on a replacement email encryption solution with the addition of Closed Circuit Messaging.

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Research and Development

Our engineering, operations, product and development teams work together to enhance our existing products, technology infrastructure and underlying Mime | OS cloud architecture, as well as develop our new product pipeline. Our research and development team interacts with our customers and partners to address emerging market needs, counter developing threats and drive innovation in risk management and data protection. We operate a continuous delivery model for improvements to our infrastructure and products to ensure customers benefit from regular updates in protection and functionality without the need for significant intervention on their part.

Our research and development efforts give prominence to services that enhance our unification commitment and allow customers to displace point or on-premises products. We also prioritize a “build rather than acquire” approach to ensure that we combine best-of-breed functionality with effective integration to maintain our commitment to the delivery of a superior experience to our customers and their employees.

Our research and development expenses were $11.0 million, $12.8 million and $14.5 million for the fiscal years ended March 31, 2013, 2014 and 2015, respectively. For the six months ended September 30, 2015, our research and development expenses were $7.5 million.

Competition

Our market is large, highly competitive, fragmented, and subject to rapidly evolving technology and security threats, shifting customer needs and frequent introductions of new products and services. We do not believe that any specific competitor offers the fully unified service and integrated technology that we do. However, we do compete with companies that offer products that target email and data security, continuity and archiving, as well as large providers such as Google Inc. and Microsoft Corporation, who offer functions and tools as part of their core mailbox services that may be, or be perceived to be, similar to ours. Our current and potential future competitors include: Barracuda Networks, Inc., Google Postini, Microsoft Exchange Server, Exchange Online Protection, Proofpoint, Inc. and Symantec Corporation, in security, MessageOne, in continuity, and Barracuda, HP Autonomy, Microsoft Office 365, Proofpoint and Symantec in archiving. Some of our current and future competitors may have certain competitive advantages such as greater name recognition, longer operating history, larger market share, larger existing user base and greater financial, technical and other resources. Some competitors may be able to devote greater resources to the development, promotion and sale of their products than we can to ours, which could allow them to respond more quickly than we can to new technologies and changes in customer needs. We cannot provide any assurance that our competitors will not offer or develop products or services that are superior to ours or achieve greater market acceptance.

The principal competitive factors in our market include:

• reliability and effectiveness in protecting, detecting and responding to cyber-attacks;

• scalability and multi-tenancy of our system;

• breadth and unification of our services;

• cloud-only delivery;

• total cost of ownership;

• speed, availability and reliability;

• integration into office productivity, desktop and mobile tools;

• speed at which our services can be deployed;

• ease of user experience for IT administrators and employees; and

• superior customer service and commitment to customer success.

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We believe that we compete favorably on the basis of these factors. Our ability to remain competitive will depend to a great extent upon our ongoing performance in the areas of product and cloud architecture development, core technical innovation, channel management and customer support.

Intellectual Property

Our success is dependent, in part, on our ability to protect our proprietary technologies and other intellectual property rights. We rely on a combination of trade secrets, copyrights and trademarks, as well as contractual protections to establish and protect our intellectual property rights. As of September 30, 2015, we had one patent and 13 patent applications in the United States. We also have one patent issued and five applications pending for examination in non-U.S. jurisdictions, and four pending Patent Cooperation Treaty patent applications, all of which are counterparts of our U.S. applications. We intend to pursue additional patent protection to the extent that we believe it would be beneficial and cost effective.

We have registered “Mimecast” and certain other marks as trademarks in the United States and several other jurisdictions. We also have a number of registered and unregistered trademarks in the United States and certain other jurisdictions, and will pursue additional trademark registrations to the extent we believe it would be beneficial and cost effective. We are the registered holder of a variety of domestic and international domain names that include “mimecast.com,” “mimecast.co.uk,” “mimecast.co.za,” and similar variations.

In addition to the protection provided by our intellectual property rights, as part of our confidentiality procedures, all of our employees and independent contractors are required to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments and other processes generated by them on our behalf are our property, and they assign to us any ownership that they may claim in those works. We also generally enter into confidentiality agreements with our employees, consultants, partners, vendors and customers, and generally limit access to and distribution of our proprietary information.

Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create products and services that compete with ours.

Some license provisions protecting against unauthorized use, copying, transfer and disclosures of our products may be unenforceable under the laws of certain jurisdictions and foreign countries. In addition, the laws of some countries do not protect proprietary rights to as great of an extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as government agencies and private parties in the United States. Our exposure to unauthorized copying and use of our products and misappropriation of our proprietary information may increase as a result of our foreign operations.

We expect that software and other solutions in our industry may be increasingly subject to third-party infringement claims as the number of competitors grows and the functionality of products in different industry segments overlap. Moreover, many of our competitors and other industry participants have been issued patents or filed patent applications, and have asserted claims and related litigation regarding patent and other intellectual property rights. Third parties, including non-practicing patent holders, have from time to time claimed, and could claim in the future, that our technologies infringe patents they now hold or might obtain or be issued in the future. See “Risk Factors – We may be sued by third parties for alleged infringement of their proprietary rights”.

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Properties

Our corporate headquarters is located in London, United Kingdom where we currently lease approximately 40,473 square feet of space under a lease expiring in December 2019. Our U.S. headquarters is located in Watertown, Massachusetts in an office consisting of approximately 33,669 square feet of space under a lease expiring in October 2020. We also occupy space in Johannesburg, South Africa consisting of 16,576 square feet under a lease expiring in October 2016 and in Melbourne, Australia consisting of 3,003 square feet under a lease expiring in April 2018. We also maintain additional leased facilities in Cape Town, South Africa, Sydney, Australia as well as in Chicago, Dallas and San Francisco in the United States.

We lease all of our facilities and do not own any real property. We intend to procure additional space as we add employees and expand geographically. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate planned expansion of our operations.

Employees

As of March 31, 2015, we had 524 employees and subcontractors with 271 located in the United Kingdom, 169 in the United States, 72 in South Africa and 12 in Australia. As of September 30, 2015, we had 619 employees and subcontractors with 312 located in the United Kingdom, 199 in the United States, 83 in South Africa and 25 in Australia. The following table shows the breakdown of our global workforce of employees and subcontractors by category of activity as of the dates indicated:

	As of March 31,						As of September 30, 2015
	2013		2014		2015
Sales and marketing		219		256		212		251
Research and development		95		98		88		116
Services and support		121		142		161		176
General and administrative		46		56		63		76
Total		481		552		524		619

None of our employees work under any collective bargaining agreements. We have never experienced labor-related work stoppages or strikes and believe that we have good relations with our employees.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently a party to any material litigation. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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MANAGEMENT

The following table sets forth the names, ages and positions of our executive officers and directors. Unless otherwise indicated, the business address of all of our executive officers and directors is CityPoint, One Ropemaker Street, Moorgate, London, EC2Y 9AW, United Kingdom.

Name	Age		Position
Executive Officers and Employee Directors:
Peter Bauer		41	Chief Executive Officer and Chairman
Peter Campbell		51	Chief Financial Officer and Director*
Neil Murray		48	Chief Technology Officer and Director
Ed Jennings		45	Chief Operating Officer
Non-Employee Directors:
Christopher FitzGerald(1)(3)		70	Director
Bernard Dallé(1)(3)		48	Director
Norman Fiore(2)		45	Director
Jeffrey Lieberman(2)(3)		41	Director
Hagi Schwartz(1)(2)		53	Director

(1) Member of the audit committee.

(2) Member of the compensation committee.

(3) Member of the nominating and corporate governance committee.

* Following the completion of this offering, Mr. Campbell intends to resign from our board of directors.

Executive Officers

Peter Bauer has served as our Chief Executive Officer and a member of our board of directors since co-founding our company in 2003. Prior to that, Mr. Bauer was a Managing Director at Idion Solutions Pty in Cape Town, South Africa, a software integration and development company that acquired FAB Technology (Pty), a company that he co-founded in 1997. We believe Mr. Bauer is qualified to serve on our board of directors because of his extensive knowledge and experience as the chief executive officer of our company, as well as the industry in which we compete.

Peter Campbell has served as our Chief Financial Officer since 2006, and since 2007, Mr. Campbell served as a member of our board of directors. Prior to joining Mimecast, Mr. Campbell served as the chief financial officer of SR Telecom Inc. where he was employed from 2002 to 2006. From 1998 to 2002, Mr. Campbell was an auditor at Ernst & Young in Montreal, Canada. Mr. Campbell holds a Bachelor of Commerce and a Graduate Diploma in accounting from Concordia University. We believe Mr. Campbell is qualified to serve on our board of directors because of his extensive knowledge of, and experience in, our company.

Neil Murray has served as our Chief Technology Officer and a member of our board of directors since co-founding our company in 2003. Prior to that, Mr. Murray served as the Chief Technical Officer of Global Technology Services, a South African provider of business information solutions that acquired Pro Solutions (Prosol Group Pty), a software development company that he co-founded in 1992. We believe Mr. Murray is qualified to serve on our board of directors because of his extensive knowledge and experience with our company and its technologies, as well as the industry in which we compete.

Ed Jennings has served as our Chief Operating Officer since August 2015. From January 2014 to August 2015, Mr. Jennings was the Chief Marketing Officer of Veracode, a provider of cloud-based application security, where he also served as Executive Vice President of Sales and Services from February 2012 to December 2013. Prior to that, from February 2011 to January 2012, Mr. Jennings was General Manager at ADP (NASDAQ: ADP), a provider of business outsourcing solutions. From August 2008-December 2010, Mr. Jennings was the Chief Executive Officer of Copanion, where he

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also served as Senior Vice President of Sales and Marketing from July 2007 to July 2008. Mr. Jennings holds a Masters of Business Administration from Northwestern University and a Bachelor of Arts from Boston College.

Non-Executive Directors

Christopher FitzGerald has served as a member of our board of directors since 2007. Mr. FitzGerald served as a non-executive director of City Merchants High Yield Trust, a London based investment company (LON: CMHY), and The Intercare Group, a U.K. pharmaceuticals business. Mr. FitzGerald was also a member of the Committee of Executive Directors and General Counsel at NatWest Group plc. Before that, Mr. FitzGerald was a partner in the London law firm Slaughter and May, where he specialized in advising major financial services businesses. Mr. FitzGerald holds a Master of Arts in Jurisprudence from Oxford University. We believe that Mr. FitzGerald is qualified to serve on our board of directors because of his extensive business, financial and legal experience.

Bernard Dallé has served as a member of our board of directors since 2009. Mr. Dallé currently serves as the Operating Partner at Index Ventures, a venture capital firm that he joined in 1997. Prior to joining Index, Mr. Dallé was a management consultant at McKinsey & Company from 1996 to 1997, and a project manager at Procter & Gamble from 1990 to 1994. Mr. Dallé currently serves on the board of directors of several private companies. He holds a Master of Business Administration from the Kellogg School of Management at Northwestern University and a Master of Science in electrical engineering from the Ecole polytechnique fédérale de Lausanne. We believe Mr. Dallé is qualified to serve on our board of directors because of his experience as a seasoned investor in our industry.

Norman Fiore has served as a member of our board of directors since 2009. Mr. Fiore currently serves as a General Partner at Dawn Capital, a venture capital firm that he co-founded in 2007. Prior to co-founding Dawn, Mr. Fiore was a Partner at the Reuters Greenhouse Fund where he co-managed one of the largest global corporate technology funds. Prior to that, Mr. Fiore worked at Bain & Company in the Telecoms and Private Equity groups. Mr. Fiore currently serves on the board of directors of several private companies. Mr. Fiore holds a Bachelor of Science in industrial engineering and a Bachelor of Arts in quantitative economics from Stanford University and a Master of Business Administration from INSEAD Business School. We believe Mr. Fiore is qualified to serve on our board of directors because of his experience as a seasoned investor in our industry.

Jeffrey Lieberman has served as a member of our board of directors since 2012. Mr. Lieberman is currently a Managing Director of the venture capital firm Insight Venture Partners, which he joined in 1998. Prior to joining Insight, Mr. Lieberman was a management consultant at McKinsey & Company, where he focused on strategic and operating issues in the financial services, technology and consumer products industries. Mr. Lieberman currently serves as a director of public companies Shutterstock, Inc. (NYSE: SSTK) and Cvent, Inc. (NSYE: CVT), and as a director of several private companies. Mr. Lieberman holds a Bachelor of Applied Sciences in systems engineering and a Bachelor of Arts degree in economics from the University of Pennsylvania. We believe Mr. Lieberman is qualified to serve on our board of directors because of his experience as a seasoned investor in our industry.

Hagi Schwartz has served as a member of our board of directors since July 2015. In 2005, Mr. Schwartz founded Magnolia Capital, an investment advisory firm, where he served as Managing Director. Mr. Schwartz is also a Venture Partner at Western Technology Investment, which he joined in 2011. Previously, Mr. Schwartz was the Chief Financial Officer of several public and private technology companies including HyperRoll, Inc., ATRICA, Inc., Noosh, Inc., and Check Point Software Technologies. Mr. Schwartz currently serves on the board of directors of Silicon Graphics International Corp. In addition, Mr. Schwartz has served on the board of directors of BigFix, TUI University and two other private companies. Mr. Schwartz has a B.A. in Economics and Accounting from Bar Ilan

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University. We believe Mr. Schwartz is qualified to serve on our board of directors because of his financial expertise, his significant audit and financial reporting knowledge, his seasoned business perspective and his prior experience as an executive and on boards of other prominent technology companies.

Prior to this offering, each of the members of our board of directors was elected pursuant to a subscription and shareholders’ agreement among us and certain of our existing shareholders. See “Related Party Transactions—Subscription and Shareholders’ Agreement.”

Executive Officers

There are no family relationships among the executive officers or between any executive officer or director. Our executive officers are appointed by the board of directors to serve in their roles. Each executive officer is appointed for such term as may be prescribed by the board of directors or until a successor has been chosen and qualified or until such officer’s death, resignation or removal.

Board Composition

We comply with the rule of the NASDAQ Stock Market that a majority of our directors be independent. Our board of directors has determined that all of our directors, other than our Chief Executive Officer, Chief Financial Officer and Chief Technology Officer, are independent under such rules.

Our board of directors is responsible for overall corporate governance and for supervising the general affairs and business of our company and its subsidiaries.

Our board is responsible for the proper management of our company and its subsidiaries and setting the overall direction and strategy of our group, reviewing scientific, operational and financial performance, and advising on management appointments. All key operational and investment decisions are subject to board approval.

Our board of directors currently believes that our company is best served by combining the roles of Chairman of the Board and Chief Executive Officer, coupled with a lead independent director. Our board of directors believes that as Chief Executive Officer, Mr. Bauer is the director most familiar with our business and industry and most capable of effectively identifying strategic priorities and leading discussion and execution of strategy. Our independent directors bring experience, oversight and expertise from outside our company, while our Chief Executive Officer brings company-specific experience and expertise. Our board of directors believes that the combined role of Chairman and Chief Executive Officer is the best leadership structure for us at the current time as it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our board of directors. The board of directors recognizes, however, that no single leadership model is right for all companies at all times. Our corporate governance guidelines provide that the board of directors should be free to choose a chairperson of the board based upon the board’s view of what is in the best interests of our company. Accordingly, the board of directors periodically reviews its leadership structure.

In August 2015, our board of directors appointed Christopher FitzGerald as lead independent director. As the lead independent director, Mr. FitzGerald is responsible for coordinating the activities of the independent directors. Among other things, the lead independent director has the following specific responsibilities:

• preside at all meetings of the board of directors at which the chairperson is not present, including executive sessions of the independent directors;

• call special meetings of the independent directors;

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• act as the principal liaison between the independent directors and the chairperson of the board;

• approve meeting schedules to assure that there is sufficient time for discussion of all agenda items and approve meeting agendas for the board of directors and its committees;

• approve information sent to the board; and

• perform such other duties as the board of directors may from time to time delegate to the lead independent director.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Corporate Governance and Committees of the Board

Corporate Governance

The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including our company, to comply with various corporate governance practices. In addition, NASDAQ rules provide that foreign private issuers may follow home country practice in lieu of the NASDAQ corporate governance standards, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws. We currently do not intend to take advantage of any such exemptions.

We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable requirements of the rules adopted by the SEC.

Because we are a foreign private issuer, our directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

Committees of the Board

We have established an audit committee, a compensation committee and, prior to the listing of our ordinary shares on NASDAQ, we will establish a nominating and corporate governance committee and will have a charter for each of these committees.

Audit Committee

The members of our audit committee are Hagi Schwartz, Christopher FitzGerald and Bernard Dallé. Hagi Schwartz is the chair of the audit committee. Our audit committee’s responsibilities include:

• appointing, approving the compensation of, and assessing the independence, objectivity and effectiveness of our registered public accounting firm;

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• overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm;

• monitoring the integrity of our financial statements by reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

• reviewing and monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct;

• overseeing our risk assessment and risk management policies;

• establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

• meeting independently with our internal auditing staff, if any, our independent registered public accounting firm and management; and

• reviewing and approving or ratifying any related person transactions.

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

Our board of directors has determined that Hagi Schwartz is an “audit committee financial expert” as defined in Item 16A of Form 20-F.

In order to satisfy the independence criteria for audit committee members set forth in Rule 10A-3 under the Exchange Act, each member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. We believe that the composition of our audit committee will meet the requirements for independence under current NASDAQ and SEC rules and regulations.

Compensation Committee

The members of our compensation committee are Jeffrey Lieberman, Norman Fiore and Hagi Schwartz. Jeffrey Lieberman is the chair of the compensation committee. Our compensation committee’s responsibilities include:

• reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our directors and executive management;

• overseeing an evaluation of our executive management; and

• overseeing and administering our employee share option scheme or equity incentive plans in operation from time to time.

In order to satisfy the independence criteria for compensation committee members set forth in Rule 10C-1 under the Exchange Act, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member must be considered, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates. We believe the composition of our compensation committee will meet the requirements for independence under current NASDAQ and SEC rules and regulations.

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Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Christopher FitzGerald, Jeffrey Lieberman and Bernard Dallé. Christopher FitzGerald is the chair of the nominating and corporate governance committee. Our nominating and corporate governance committee’s responsibilities include:

• identifying individuals qualified to become members of our board of directors;

• recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees;

• reviewing and making recommendations to our board with respect to our board leadership structure;

• reviewing and making recommendations to our board with respect to management succession planning; and

• developing and recommending to our board of directors corporate governance principles.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, effective upon the effectiveness of the registration statement of which this prospectus forms a part, applicable to all of our directors, executive officers and employees, including our chief executive officer, chief financial officer, controller or principal accounting officer, or other persons performing similar functions, which is a “code of ethics” as defined in Item 16B of Form 20-F promulgated by the SEC. Upon the effectiveness of the registration statement of which this prospectus forms a part, the full text of the Code of Business Conduct and Ethics will be posted on the investor relations section of our website at www.mimecast.com.

If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. Under Item 16B of Form 20-F, if a waiver or amendment of the Code of Business Conduct and Ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we are required to disclose such waiver or amendment on our website in accordance with the requirements of Instruction 4 to such Item 16B.

Directors’ and Executive Management Compensation

The aggregate compensation awarded to, earned by and paid to our current directors and executive officers, including share-based compensation, for the fiscal year ended March 31, 2015, was $2.0 million. The above also includes the estimated fair value of share-based compensation in the amount of $0.6 million issued in the fiscal year ended March 31, 2015 in the form of options to purchase an aggregate of 183,333 ordinary shares issued in August 2014. Such options to purchase ordinary shares had an exercise price of $6.48 per share and expire 10 years after the date of grant. The total amounts accrued to provide severance, retirement, annual leave and recuperation or similar benefits or expenses for our directors and officers for the fiscal year ended March 31, 2015 was $0.7 million.

Employment and Consulting Agreements

Executive Management

Each of Peter Bauer and Peter Campbell has entered into an amended and restated employment agreement with Mimecast North America, Inc. and we have entered into a service agreement with Neil

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Murray. These agreements each contain customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions. The amended and restated employment agreements with each of Messrs. Bauer and Campbell provide for up to 12 months of base salary continuation and health insurance premiums in the event that the executive’s employment is terminated by us without “cause” or the executive resigns for “good reason.” In the event that such termination occurs within 12 months following a “change in control,” the executive will be entitled to receive a payment equal to 12 months of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus his target bonus, up to 12 months of health insurance premiums and full acceleration of all equity awards. Receipt of the severance payments and benefits described above is conditioned upon the execution and effectiveness of a separation agreement, including a general release of claims in our favor. In addition, the amended and restated employment agreements provide that upon a change in control, 50% of the shares underlying all equity awards held by each of Messrs. Bauer and Campbell will accelerate and vest. Pursuant to the terms of the service agreement with Mr. Murray, we and Mr. Murray are each obligated to provide the other party with four months’ written notice to terminate the employment relationship. Alternatively, in lieu of providing four months’ notice, we may elect to pay Mr. Murray a lump sum equal to his base salary, bonus and benefits for the notice period. Such notice period and termination benefits do not apply in the event that Mr. Murray is terminated by us for any one of the reasons enumerated in his service agreement.

Employee Share Plans

The equity incentive plans described in this section are the Mimecast Limited 2007 Key Employee Share Option Plan, or the 2007 Plan, the Mimecast Limited 2010 EMI Share Option Scheme, or the 2010 Plan, the Mimecast Limited Approved Share Option Plan, or the Approved Plan, the Mimecast Limited 2015 Share Option and Incentive Plan, or the 2015 Plan, and the Mimecast Limited 2015 Employee Share Purchase Plan, or the ESPP. Prior to this offering, we granted awards to eligible participants under the 2007 Plan, the 2010 Plan and the Approved Plan. Following the closing of this offering, we expect to grant awards to eligible participants under the 2015 Plan and/or the ESPP.

2007 Plan

Our 2007 Plan was adopted by our board of directors on September 3, 2007. The maximum market value of shares (as of the date of grant) subject to unexercised EMI options granted under the 2007 Plan together with the 2010 Plan may not exceed £3 million. The 2007 Plan provides only for the granting of options to acquire Class B ordinary shares to our key employees and the key employees of our subsidiaries.

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The 2007 Plan is administered by the non-executive members of our board of directors or a committee (administrator), who has the full power to interpret the 2007 Plan and to establish the rules and regulations applying to it and to make all other determinations they deem necessary or useful for the administration of the 2007 Plan, subject to applicable law. The option price of each option granted under the 2007 Plan was determined by the administrator of the 2007 Plan at the time the option was granted.

The 2007 Plan provides that, in the event of a change of control (as defined in the 2007 Plan) by way of trade sale, unless and to the extent that the administrator determines that the circumstances justify vesting and/or exercisability of a greater proportion of the unvested shares, (i) 75% of the shares underlying outstanding unvested options shall vest and the remaining 25% of the unvested option shares shall immediately lapse and (ii) options shall be exercisable to the extent that they have then vested and to the extent that any applicable performance conditions have then been satisfied. In such event, unless the acquirer provides for the replacement of such options, exercisable options may be exercised (a) on the same day as, and immediately prior to, the change of control becoming effective, (b) if the person making the offer so requests or makes it a condition of the offer that one or more optionholders is locked-in and the board of directors agreed to such request or requirement, in the 12-month period commencing no later than the date on which the acquirer gains control of us and any condition subject to which the offer was made has been satisfied or (c) in the absence of any such request or requirement, or if the board of directors does not agree to such request or requirement, within six months, or such longer period as the board of directors may determine (but in no event longer than 12 months), following the day on which the acquirer gains control of us and any condition subject to which the offer was made has been satisfied. Notwithstanding termination of an optionholder’s employment, any options vested at the time of a change of control shall immediately become exercisable for such period as the board of directors determined in its absolute discretion and acting fairly and reasonably if the board of directors determines that the termination is directly related to the change of control and exercisability is justified in the circumstances. In the event of a listing of our shares on a recognized securities exchange, 100% of the unvested portion of options granted under the 2007 Plan shall vest and, unless the board of directors determines that the circumstances justify the exercisability of a greater proportion, 25% of the shares underlying options will become exercisable immediately upon the listing, 50% of the shares underlying options will become exercisable 12 months following the date of the listing and 25% of the shares underlying options will become exercisable 24 months following the date of the listing.

The administrator may amend the 2007 Plan but no such action may adversely affect the terms of outstanding options under the 2007 Plan without the consent of the holders of 75% of the option shares then outstanding, whether vested or unvested.

2010 Plan

Our 2010 Plan was approved by our board of directors on March 23, 2010 and was most recently amended on April 28, 2015. The maximum value of shares subject to unexercised EMI options granted under the 2010 Plan together with the 2007 Plan may not exceed £3 million. The number of shares over which an EMI option may be granted to any one eligible employee is limited such that the total value of shares subject to unexercised EMI options granted by us or any group company does not exceed £1 less than £250,000.

The 2010 Plan is administered by our board of directors. The 2010 Plan permits us to make grants of (i) EMI options to our employees and employees of any qualifying subsidiary (as defined in the 2010 Plan) whose committed time (as defined in the 2010 Plan) amounts to at least 25 hours a week or, if less, 75% of his or her working time and who do not have a material interest (as defined in the 2010 Plan) in us or any of our subsidiaries and (ii) unapproved options to our employees and the employees of our subsidiaries. The option price of each option may not be less than the market value

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of the Class B ordinary shares on the date of grant and, in the case of an option that is a right to subscribe for Class B ordinary shares, may not be less than the nominal value of such shares. The term of each option may not exceed 10 years from the date of grant. Options granted under the 2010 Plan generally are not exercisable until the occurrence of an exit event, such as a corporate takeover, reconstruction, liquidation or sale of the business.

Under the 2010 Plan, options shall vest in full immediately after our shares are admitted to listing on a recognized securities exchange. Such options shall become exercisable as to 25% of the underlying shares immediately following the admission date, 50% of the underlying shares on the first anniversary of the admission date and 25% of the underlying shares on the second anniversary of the admission date. However, options granted on or after May 13, 2014 to U.S. and South African participants shall continue vesting as set forth in the option award agreement.

The 2010 Plan provides that, in the event that a person obtains control (as defined in the 2010 Plan) of the company as a result of (i) making an offer to acquire the whole of our issued share capital that is made on a condition such that, if satisfied, the person will have control of the company or (ii) negotiating a share sale and purchase agreement with our shareholders that contemplates that the person will obtain control of the company upon completion, 75% of the unvested shares underlying options under the 2010 Plan shall vest and the remaining 25% of the option shares will only be exercisable if the directors determine that the circumstances so justify. If replacement options are offered to optionholders under the 2010 Plan by the acquiring company in relation to vested options, and an optionholder does not agree to release the vested options and accept a replacement option, the board of directors shall determine whether such vested options shall be exercisable or whether they shall lapse. If replacement options are not offered to all optionholders, then vested options shall become exercisable in either of the following exercise periods, as determined by the administrator: (i) immediately before a change of control becoming unconditional or (ii) during the one-month exercise period starting at a date to be determined by the administrator (but in any event such period shall take place before the 12-month period following the date the change of control becomes unconditional).

Options may be exercised, to the extent vested, within 39 days of a court sanctioning a scheme of reconstruction (as defined in the 2010 Plan) or a sale of the business (as defined in the 2010 Plan).

The number of shares underlying options and the option price thereof shall be adjusted appropriately following any capitalization issue, rights issue, subdivision, consolidation or reduction of share capital. Our board of directors may amend or add rules to the 2010 Plan or impose additional conditions or requirements on options or the terms on which Class B ordinary shares are acquired; provided, however, no amendments may be made that would have the effect of causing EMI options to cease to be EMI options and no amendment may be made unless, (i) where the rights are enjoyed by a single optionholder and not by any other optionholder or class of optionholders, such optionholder provides written consent or, (ii) where the rights are enjoyed by all optionholders or any class of optionholders, with the consent of 75% of the shares underlying outstanding options.

The 2010 Plan shall automatically terminate on the tenth anniversary of its adoption date and our board of directors may terminate the 2010 Plan at any earlier time.

Approved Plan

Our Approved Plan was approved by our board of directors on October 24, 2012 and was approved by HM Revenue & Customs on November 14, 2012. It was most recently amended on April 28, 2015. The number of shares over which an option may be granted to any one eligible employee is limited such that the total market value of shares subject to unexercised options held by such person under the Approved Plan or any other share option plan approved by HM Revenue & Customs and adopted by us or any other associated company (as defined in the Approved Plan) shall not exceed £30,000.

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The Approved Plan is administered by our board of directors and permits us to make grants of options to purchase our Class B ordinary shares to full-time directors or employees of subsidiaries (as defined in the Approved Plan). The term of each option may not exceed 10 years from the date of grant.

Except in certain limited circumstances, options under the Approved Plan may not be exercised earlier than the fourth anniversary of the date of grant, may only be exercised while the optionholder is a director or employee of a subsidiary, may only be exercised if any performance conditions have been fulfilled to the satisfaction of the administrator and may not be exercised at any time when a participant has or had, within the preceding 12 months a material interest (as defined in the Approved Plan) in a close company (as defined in the Approved Plan) which is the company or any company that has control of us or is a member of a consortium that owns the company.

The Approved Plan provides that, in the event that a person obtains control (as defined in the Approved Plan) of us as a result of (i) making a general offer to acquire the whole of our issued share capital that is made on a condition such that, if satisfied, the person will have control of the company or (ii) negotiating a share sale and purchase agreement with our shareholders that contemplates that the person will obtain control of the company upon completion, options may be exercised within six months of the date that the person obtains control of us or immediately before such period (i) to the extent vested and if any performance conditions have been satisfied to the satisfaction of the administrator or (ii) to the extent of 75% of the unvested shares underlying the option.

Under the Approved Plan, options granted before May 13, 2014 shall vest in full immediately after our shares are admitted to listing on a recognized securities exchange. Such options shall become exercisable as to 25% of the underlying shares immediately following the listing date, 50% of the underlying shares on the first anniversary of the listing date and 25% of the underlying shares on the second anniversary of the listing date. Options granted on or after May 13, 2014 shall continue vesting as set forth in the option award agreement.

The number of shares underlying options and the option price thereof shall be adjusted appropriately following any capitalization issue, any offer made by way of rights, subdivision, consolidation or reduction of share capital. Our board of directors may amend or add rules to the Approved Plan or impose additional conditions or requirements on options or the terms on which Class B ordinary shares are acquired; provided, however, that no amendment may be made unless the consent of 75% of the shares underlying outstanding options is obtained.

2015 Plan

Our 2015 Plan was adopted by our board of directors on September 2, 2015 and approved by our shareholders on November 4, 2015 and will become effective upon the closing of this offering. The 2015 Plan allows the compensation committee to make equity-based incentive awards to our officers, employees, non-employee directors and consultants.

We have initially reserved a total of 5,500,000 shares, or the Initial Limit, for the issuance of awards under the 2015 Plan. This number is subject to adjustment in the event of a share split, share dividend or other change in our capitalization. The 2015 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2016, by 5% of the outstanding number of ordinary shares on the immediately preceding December 31 or such lesser number of shares as determined by our board of directors. We refer to such number as the Annual Increase.

The shares we issue under the 2015 Plan will be authorized but unissued shares or shares that we reacquire. Ordinary shares underlying any awards that are forfeited, cancelled, held back upon

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exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of shares, or are otherwise terminated (other than by exercise) under the 2015 Plan will be added back to the ordinary shares available for issuance under the 2015 Plan.

Share options and share appreciation rights with respect to no more than 2,500,000 ordinary shares may be granted to any one individual in any one calendar year. The maximum number of ordinary shares that may be issued as incentive share options may not exceed the Initial Limit cumulatively increased on January 1, 2016 and on each January 1 thereafter by the lesser of the Annual Increase or 2,750,000 shares. The value of all awards made under the 2015 Plan and all other cash compensation paid by us to any non-employee director in any calendar year shall not exceed $1,000,000.

The 2015 Plan will be administered by our compensation committee. Our compensation committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2015 Plan.

The 2015 Plan permits the granting of both options to purchase ordinary shares intended to qualify as incentive stock options under Section 422 of the Code and non-qualified stock options. The exercise price of each option will be determined by our compensation committee at the time of the grant but may not be less than 100% of the fair market value of our ordinary shares on the date of grant. The term of each option will be fixed by our compensation committee and may not exceed ten years from the date of grant. Our compensation committee will determine at what time or times each option may be exercised and may at any time accelerate the exercisability of all or a portion of any option.

Our compensation committee may award share appreciation rights subject to such conditions and restrictions as it may determine. Share appreciation rights entitle the recipient to ordinary shares equal to the value of the appreciation in our share price over the exercise price. The exercise price may not be less than 100% of the fair market value of our ordinary shares on the date of grant. The term of each share appreciation right will be fixed by our compensation committee and may not exceed ten years from the date of grant. Our compensation committee will determine at what time or times each share appreciation right may be exercised.

Our compensation committee may award restricted ordinary shares and restricted share units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain pre-established performance goals and/or continued employment with us through a specified period. Our compensation committee may also grant ordinary shares that are free from any restrictions under the 2015 Plan. Unrestricted shares may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cash compensation due to such participant.

Our compensation committee may grant performance share awards to participants that entitle the recipient to receive awards of ordinary shares upon the achievement of certain performance goals and such other conditions as our compensation committee shall determine. Our compensation committee may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would have been paid if the recipient had held a specified number of ordinary shares.

Our compensation committee may grant cash awards under the 2015 Plan to participants, subject to the achievement of certain performance goals.

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Our compensation committee may grant awards of restricted shares, restricted share units, performance share awards or cash-based awards under the 2015 Plan that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Such awards will only vest or become payable upon the attainment of pre-determined performance goals that are established by our compensation committee and related to one or more performance criteria. The performance criteria that could be used with respect to any such awards include: total shareholder return, expense levels, earnings before interest, taxes, depreciation and amortization, or any elements thereof, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of our ordinary shares, economic value-added, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, shareholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of our ordinary shares, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. From and after the time that we become subject to Section 162(m) of the Code, the maximum award that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code that may be made to certain of our officers during any twelve month period is 2,500,000 ordinary shares with respect to a share-based award and $15,000,000 with respect to a cash-based award.

The 2015 Plan provides that upon the effectiveness of a “sale event,” as defined in the 2015 Plan, an acquirer or successor entity may assume, continue or substitute outstanding awards under the 2015 Plan. To the extent that awards granted under the 2015 Plan are not assumed or continued or substituted by the successor entity, all options and share appreciation rights that are not exercisable immediately prior to the effective time of the sale event shall become fully exercisable as of the effective time of the sale event, all other awards with time-based vesting, conditions or restrictions, shall become fully vested and nonforfeitable as of the effective time of the sale event and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in the discretion of the compensation committee and, upon the effective time of the sale event, all outstanding awards granted under the 2015 Plan shall terminate. In the event of such termination, individuals holding options and share appreciation rights will be permitted to exercise such options and share appreciation rights (to the extent exercisable) within a specified period of time prior to the sale event. In addition, in connection with the termination of the 2015 Plan upon a sale event, we may make or provide for a cash payment to participants holding vested and exercisable options and share appreciation rights equal to the difference between the per share cash consideration payable to shareholders in the sale event and the exercise price of the options or share appreciation rights.

Our board of directors may amend or discontinue the 2015 Plan and our compensation committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may adversely affect rights under an award without the holder’s consent. Certain amendments to the 2015 Plan require the approval of our shareholders.

No awards may be granted under the 2015 Plan after the date that is ten years from the effective date of the 2015 Plan (or, with respect to incentive share options, after ten years from the date of the Board’s approval of the 2015 Plan). No awards under the 2015 Plan have been made prior to the date hereof.

ESPP

The ESPP was adopted by our board of directors on September 2, 2015 and by our shareholders on November 4, 2015. The ESPP initially reserves and authorizes for issuance a total of 1,100,000. This number is subject to adjustment in the event of a share split, share dividend or other change in our capitalization.

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Subject to applicable law, all employees whose customary employment is for more than 20 hours a week are eligible to participate in the ESPP. Any employee who owns 5% or more of the voting power or value of our ordinary shares is not eligible to purchase shares under the ESPP.

We may make one or more offerings each year to our employees to purchase shares under the ESPP, at the discretion of the administrator of the ESPP. Offerings will usually begin on each January and July and will continue for six-month periods, referred to as offering periods.

Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 days before the relevant offering date.

Each employee who is a participant in the ESPP may purchase shares by authorizing payroll deductions from 1% to 10% of his or her eligible compensation during an offering period. Unless a participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase ordinary shares on the last business day of the offering period at a price equal to 85 % of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower, provided that no more than 550,000 ordinary shares may be purchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of ordinary shares, valued at the grant date of the option to purchase such shares, under the ESPP in any calendar year.

An employee’s rights under the ESPP terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason. We will promptly refund accumulated payroll deductions of an employee who has withdrawn from participation in the ESPP.

The ESPP may be terminated or amended by our board of directors at any time. An amendment that increases the number of ordinary shares authorized under the ESPP and certain other amendments require the approval of our shareholders.

Limitations on Liability and Indemnification Matters

To the extent permitted by the Jersey law, we are empowered to indemnify our directors against any liability they incur by reason of their directorship. See “Description of Share Capital—Limitation of Liability of Directors and Officers.” In addition, we maintain directors’ and officers’ insurance to insure such persons against certain liabilities.

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RELATED PARTY TRANSACTIONS

Since April 1, 2012, we have engaged in the following transactions with our directors, executive officers and holders of 5% or more of our ordinary shares, and affiliates of our directors, executive officers and holders of more than 5% of our ordinary shares. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.

After the completion of this offering, our audit committee will be responsible for the review, approval and ratification of related-party transactions between us and any related person. The audit committee will review these transactions under our Code of Conduct, which governs conflicts of interests, among other matters, and is applicable to our employees, officers and directors.

Issuances of Securities

In September 2012, we sold 5,524,550 Series B preferred shares, which will be converted into 5,524,550 ordinary shares upon the closing of this offering. We sold these shares to entities affiliated with Insight Venture Partners, a holder of more than 5% of our outstanding ordinary shares (following such conversion), for an aggregate purchase price of approximately $40.0 million.

Subscription and Shareholders’ Agreement

Shareholders, including entities affiliated with Insight Venture Partners, Index Ventures, and Dawn Capital, each of which is a holder of more than 5% of our outstanding ordinary shares, Peter Bauer, our Chief Executive Officer and a member of our board of directors and a holder of more than 5% of our outstanding ordinary shares, and Neil Murray, our Chief Technology Officer and another member of our board of directors and a holder of more than 5% of our outstanding ordinary shares, are parties to a Subscription and Shareholders’ Agreement, dated as of September 18, 2012, which governs, among other things, the election of directors, information rights and certain actions by our company requiring the consent of our shareholders or our board of directors. The Subscription and Shareholders’ Agreement will terminate upon the completion of this offering.

Registration Rights

Following this offering’s completion, the holders of an aggregate of 29,369,082 ordinary shares, or their permitted transferees, are entitled to rights with respect to the registration of these shares under the Securities Act. These rights are provided under the terms of a Registration Rights Agreement between us and the holders of these shares, which was entered into in connection with our convertible preference share financings, and include demand registration rights, short-form registration rights and piggyback registration rights. These registration rights are assignable, subject to certain conditions, including that the assignee be bound by the terms and conditions of the subscription and shareholders’ agreement.

Demand Registration Rights

Under the terms of the Registration Rights Agreement, at any time after 180 days after the effective date of this offering, we will be required, upon the written request of the holders of a majority of the shares that are entitled to rights under the Registration Rights Agreement, held by former holders of Series A preferred shares, Series B preferred shares and founder shares, including entities affiliated with each of the Insight Venture Partners, Index Ventures and Dawn Capital, to register all or a portion of these shares for public resale as soon as reasonably practicable within 60 days of such request. We are not required to effect a registration pursuant to this provision of the Registration Rights

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Agreement (i) during the period 60 days before our good faith estimate of a date of filing of, and ending 180 days after the effective date of, a registration initiated by us; (ii) after we have effected one registration pursuant to this provision of the Registration Rights Agreement at the request of former holders of Series A preferred shares or founder shares; (iii) after we have effected two registration statements pursuant to this provision of the Registration Rights Agreement at the request of former holders of Series B preferred shares; or (iv) if the initiating holders propose to dispose of securities that may be registered on Form S-3 or Form F-3. If such a registration is to be an underwritten offering, then the holders’ registration rights are conditioned upon such holders’ participation in such underwriting. We may defer the filing of a registration statement once during any twelve-month period for a period of not more than 120 days, if we provide a certificate signed by our chief executive officer stating that, in the good faith judgment of our board of directors, it would be materially detrimental to us and our shareholders for such registration statement to be effected at that time.

Short-Form Registration Rights

If we are eligible to file a registration statement on Form S-3 or Form F-3 and have not effected more than two such registrations within the preceding twelve-month period, these holders have the right, upon written notice to us of more than 10% of the shares entitled to rights under the Registration Rights Agreement held by former holders of Series A preferred shares, Series B preferred shares, or founder shares, including each of the Insight Venture Partners, Index Ventures and Dawn Capital entities, to have such shares registered by us as soon as reasonably practicable within 45 days of such request, if the proposed aggregate price of the shares to be registered by the holders requesting registration is at least $5.0 million. However, we may defer the filing of a registration statement once during any twelve-month period for a period of not more than 120 days, if we provide a certificate signed by our chief executive officer stating that, in the good faith judgment of our board of directors, it would be materially detrimental to us and our shareholders for such registration statement to be effected at that time.

Piggyback Registration Rights

If we register any of our securities for our own account any time after 180 days after the effective date of the registration statement for this offering, the holders of these shares are entitled to include their shares in the registration. If such registration is to be an underwritten offering, then the holders’ registration rights are conditioned on such holders’ participation in such underwriting.

Other Obligations

The registration rights are subject to certain conditions and limitations, including the right of the underwriters of an offering to limit the number of ordinary shares to be included in the registrations. We are generally required to bear the expense of all registrations, except underwriting discounts and commissions. The Registration Rights Agreement also contains the mutual commitment of us and the holders to indemnify each other for losses attributable to untrue statements or omission of a material fact or violations of the Securities Act or state securities laws incurred by us with registrations under the agreement. The Registration Rights Agreement also contains an agreement by the holders not to sell or otherwise transfer or dispose of securities for a period of up to 180 days following the completion of this offering.

Termination

The registration rights and our obligations thereunder terminate seven years after the closing of this offering or, as to any individual holder, at such earlier time at which all shares held by such holder can be sold in any three-month period without registration in compliance with Rule 144 of the Securities Act.

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Agreements with Officers

We have entered into written employment agreements with each of Peter Bauer, Peter Campbell and Neil Murray. These agreements each contain customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions. See “Management—Employment and Consulting Agreements—Executive Management.”

Other Arrangements

We are party to an arrangement with Dawn Capital, a holder of more than 5% of our outstanding ordinary shares, pursuant to which we pay Dawn Capital an amount of £12,000 per annum for the services of Norman Fiore, a member of our board of directors appointed by Dawn Capital pursuant to the Subscription and Shareholders’ Agreement.

We were party to an arrangement with Insight Venture Partners, a holder of more than 5% of our outstanding ordinary shares, pursuant to which it provides to us certain business development services, including in the areas of enterprise selling, partnerships and M&A, the build-out of our U.S. marketing department, selling to state and local government and inside sales strategies. For the three year period ended March 31, 2015, we paid an aggregate amount of $125,000 to Insight Venture Partners as consideration for such services.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of September 30, 2015 and as adjusted to reflect the sale of ordinary shares offered by us and the selling shareholders in this offering, by:

• each of the members of our board of directors;

• each of our other executive officers;

• each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our ordinary shares; and

• each of the selling shareholders.

The column entitled “Percentage of Shares Beneficially Owned—Before this Offering” is based on a total of 46,255,410 ordinary shares outstanding as of September 30, 2015. The column entitled “Percentage of Shares Beneficially Owned—After this Offering” is based on 54,005,410 ordinary shares outstanding immediately after completion of this offering.

As of September 30, 2015, we had 36 holders of record of our ordinary shares in the United States. These shareholders held in the aggregate 7,091,844 of our outstanding ordinary shares, or 15.3% of our outstanding ordinary shares as of September 30, 2015. The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held by brokers or other nominees.

The amounts and percentages of ordinary shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the applicable SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, investment power, which includes the power to dispose of or to direct the disposition of such security, or has the right to receive the economic benefit of ownership of the security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, and such securities are considered outstanding for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated ordinary shares, subject to community property laws, where applicable. Except as otherwise set forth below, the address of each beneficial owner is c/o Mimecast Limited, CityPoint, One Ropemaker Street, Moorgate, London EC2Y 9AW, United Kingdom.

A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates within the past three years is included under the section titled “Related Party Transactions.”

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	Shares beneficially owned prior to the offering					Shares beneficially owned after the offering if the underwriters’ option to purchase additional shares is not exercised					Number of shares being offered pursuant to underwriters’ option to purchase additional shares		Shares beneficially owned after the offering if the underwriters’ option to purchase additional shares is exercised
Name of beneficial owner	Number		Percentage			Number		Percentage					Number		Percentage
5% shareholders
Rock Trustees as nominees of the Butterworth Trust(1)		2,500,000		5.4	%		2,500,000		4.6	%		156,750		2,343,250		4.2	%
Entities affiliated with Insight Venture Partners(2)		9,132,752		19.7	%		9,132,752		16.9	%		—		9,132,752		16.5	%
Entities affiliated with Index Ventures(3)		7,843,908		17.0	%		7,843,908		14.5	%		—		7,843,908		14.2	%
Entities affiliated with Dawn Capital(4)		6,687,370		14.5	%		6,687,370		12.4	%		—		6,687,370		12.1	%
Executive officers and directors
Peter Bauer(5)		5,211,003		11.3	%		5,211,003		9.6	%		156,750		4,897,503		8.9	%
Peter Campbell(6)		503,099		1.1	%		503,099		*			54,167		448,932		*
Neil Murray		4,063,621		8.8	%		4,063,621		7.5	%		203,833		3,859,788		7.0	%
Ed Jennings		—		—			—		—			—		—		—
Christopher FitzGerald		—		—			—		—			—		—		—
Bernard Dallé(7)		7,843,908		17.0	%		7,843,908		14.5	%		—		7,843,908		14.2	%
Norman Fiore(4)		6,687,370		14.5	%		6,687,370		12.4	%		—		6,687,370		12.1	%
Jeffrey Lieberman(2)		9,132,752		19.7	%		9,132,752		16.9	%		—		9,132,752		16.5	%
Hagi Schwartz		—		—			—		—			—		—		—
All executive officers and directors as a group (9 persons)(8)		33,441,753		72.3	%		33,441,753		61.9	%		571,500		32,870,253		59.6	%

(*) Represents beneficial ownership of less than 1%.

(1) As trustee of the Butterworth Trust, Rock Trustees Limited exercises dispositive power over the shares held by the Butterworth Trust. Peter Bauer is a beneficiary of the Butterworth Trust. The principal address of Rock Trustees Limited as Trustees the Butterworth Trust is Le Grenier, Grand Marche, Les Camps, St. Martin, Guernsey GY 4 6AA, Channel Islands.

(2) Consists of (i) 3,474,295 shares owned by Insight Venture Partners VII, L.P.; (ii) 1,529,459 shares owned by Insight Venture Partners (Cayman) VII, L.P.; (iii) 80,415 shares owned by Insight Venture Partners VII (Co-Investors), L.P.; (iv) 219,759 shares owned by Insight Venture Partners (Delaware) VII, L.P; and (v) 3,828,824 shares owned by Insight Ventures Partners Coinvestment Fund II, L.P. (“Coinvest II”). Insight Holdings Group, LLC (“Holdings”) is the sole shareholder of Insight Venture Associates VII, Ltd. (“IVA Ltd”). IVA Ltd is the general partner of Insight Venture Associates VII, L.P. (“IVA LP”), which is the general partner of Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Delaware) VII, L.P. and Insight Venture Partners VII (Co-Investors), L.P. (collectively, “Fund VII”). Holdings is also the general partner of Insight Venture Associates Coinvestment II, L.P. (“IVAC”). IVAC is the general partner of Coinvest II. Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings. Because Messrs. Horing, Parekh, Sobiloff, Lieberman and Triplett are members of the board of managers of Holdings, Holdings is the sole shareholder of IVA Ltd and the general partner of IVAC, IVA LP is the general partner of Fund VII and IVAC is the general partner of Coinvest II, Messrs. Horing, Parekh, Sobiloff, Lieberman and

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Triplett have voting and dispositive power over the shares noted above. The principal address of the entities affiliated with Insight Venture Management, LLC is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, NY 10036.

(3) Consists of (i) 7,683,834 ordinary shares held of record by Index Ventures V (Jersey) L.P.; (ii) 62,018 ordinary shares held of record by Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. and (iii) 98,056 shares held of record by Yucca (Jersey) SLP. Index Ventures Associates V Limited, or IVA V, is the managing general partner of Index Ventures V (Jersey) L.P. and Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P. Yucca (Jersey) SLP is the nominee shareholder for participants in the Index co-investment scheme that is contractually required to mirror the Index Funds’ investment. Bernard Dallé, David Hall, Paul Willing, Phil Balderson and Sinéad Meehan are the members of the board of directors of IVA V and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by the Index Funds. The principal address of the Index Funds and Yucca (Jersey) SLP is 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands.

(4) Consists of (i) 2,789,632 shares held by Dawn Enterprise Capital Fund LP; (ii) 1,057,499 shares held by Dawn Mimecast Holdings Limited; (iii) 328,166 shares held by Dawn Mimecast (II) Holdings Limited; (iv) 2,132,813 shares held by Dawn Mimecast (III) Holdings Limited; (v) 349,346 shares held by Dawn Mimecast (IV) Holdings Limited; and (vi) 29,914 shares held by Dawn Mimecast (V) Holdings Limited. Each of Dawn Mimecast Holdings Limited, Dawn Mimecast (II) Holdings Limited, Dawn Mimecast (III) Holdings Limited, Dawn Mimecast (IV) Holdings Limited and Dawn Mimecast (V) Holdings Limited is controlled by the holders of voting shares issued by them, and the majority (over 65%) of all voting shares are held in equal proportions by two family trusts, which we refer to as the trust for the Fiore family and the trust for the Overli family. Neither Mr. Fiore nor Mr. Overli, nor any other Dawn employee or director, is a trustee of these trusts, or a director of any of the funds, and thus none of them have voting or dispositive power over the shares held by the trusts or the funds. Voting and dispositive power of the trust for the Fiore family is held by LJ Skye Trustees Limited, the directors of which are Paul Quirk, Mark Veale and Robert Burton, with an address at Commerce House 1 Bowring Road, Ramsey Isle of Man IM8 2LQ British Isles. Voting and dispositive power of the trust for the Overli family is held by Bentley Trust (Malta) Limited, the directors of which are Nicholas Bryan Bentley, Melody Rooke, Malcolm Keith Becker, Eugene Warrington and Franceso Apap Bologna with an address at Level 7, Portomaso Business Tower, St Julians, Malta STJ 4011. Voting and dispositive power over the shares held by Dawn Enterprise Capital Fund LP are held by Dawn Capital LLP, the designated members of which are Norman Fiore and Haakon Overli. The address of Dawn Enterprise Capital Fund LP is Soho, London W1B 5NE, United Kingdom.

(5) Prior to this offering, consists of (i) 2,711,003 shares held directly by Mr. Bauer and (ii) 2,500,000 shares held by Rock Trustees Limited as Trustees of the Butterworth Trust, of which Mr. Bauer is a beneficiary.

(6) Prior to this offering, consists of (i) 288,516 shares held directly by Mr. Campbell and (ii) 214,583 shares issuable upon the exercise of share options exercisable within 60 days after September 30, 2015.

(7) Mr. Dallé is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures V (Jersey) L.P., Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P., and Yucca (Jersey) SLP (the “Index Funds”) but do not have any voting, investment and dispositive power with respect to the shares held by these entities. Mr. Dallé, who is a member of our board of directors, is a partner within the Index Ventures group.

(8) See footnotes 1 through 7 above. Includes 214,583 shares issuable upon exercise of share options exercisable within 60 days after September 30, 2015.

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DESCRIPTION OF SHARE CAPITAL

The following descriptions are summaries of the material terms of our Articles of Association and Memorandum of Association. Reference is made to the more detailed provisions of the Articles of Association and Memorandum of Association. Please note that this summary is not intended to be exhaustive. For further information please refer to the full version of our Articles of Association and Memorandum of Association which is included as an exhibit to the registration statement of which this prospectus is part.

General

Our company was established under the laws of Jersey, Channel Islands, on July 28, 2015 with registered number 119119. Our register of members is kept at Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES and our U.S. Branch register is held at 250 Royall Street, Canton, MA 02021. Our registered office is 22 Grenville Street, St. Helier, Jersey JE4 8PX. Our secretary is Peter Campbell and our assistant secretary is Mourant Ozannes Secretaries (Jersey) Limited. Under our Memorandum and Articles of Association to be effective upon the closing of this offering, our authorized share capital will consist of 300,000,000 ordinary shares, nominal value $0.012 per share and 5,000,000 preferred shares, nominal value $0.012 per share. Upon completion of this offering, there will be 54,005,410 ordinary shares outstanding.

Issued Share Capital

Our issued share capital as of September 30, 2015 was 46,255,410 ordinary shares with a nominal value of $0.012 per share assuming the conversion of all of our preferred shares into 12,576,364 ordinary shares and the conversion of the 550,000 outstanding Class C ordinary shares into 521,884 ordinary shares, which conversions will occur upon the closing of this offering. Each issued ordinary share is fully paid. We currently have no deferred shares in our issued share capital.

Ordinary Shares

The holders of ordinary shares are entitled to receive dividends in proportion to the number of ordinary shares held by them. Holders of ordinary shares are entitled, in proportion to the number of ordinary shares held by them, to share in any surplus in the event of our winding up. The holders of ordinary shares are entitled to receive notice of, attend either in person or by proxy or, being a corporation, by a duly authorized representative, and vote at general meetings of shareholders.

Preferred Shares

Pursuant to Jersey law and our Memorandum and Articles of Association, our board of directors by resolution may establish one or more classes of preferred shares having such number of shares, designations, dividend rates, relative voting rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by the board without any further shareholder approval. Such rights, preferences, powers and limitations as may be established would be preferential to the rights attaching to our ordinary shares and could also have the effect of discouraging an attempt to obtain control of us.

Options

As of September 30, 2015, there were options to purchase 6,109,916 ordinary shares outstanding.

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Anti-Takeover Effects of Certain Provisions of Our Articles of Association

General

Our Articles of Association will contain provisions that could have the effect of delaying, deterring or preventing another party from acquiring or seeking to acquire control of us. These provisions, as well as our ability to issue preferred shares, are designed to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also intended to encourage anyone seeking to acquire control of us to negotiate first with our board of directors. However, these provisions may also delay, deter or prevent a change in control or other takeovers of our company that our shareholders might consider to be in their best interests, including transactions that might result in a premium being paid over the market price of our ordinary shares and also may limit the price that investors are willing to pay in the future for our ordinary shares. These provisions may also have the effect of preventing changes in our management. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms. A description of these provisions is set forth below.

Staggered Board of Directors

Our Articles of Association will provide for a staggered board of directors consisting of three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of our directors will be elected by our shareholders. The terms of the Class I, Class II and Class III directors will expire in 2016, 2017 and 2018, respectively. Beginning in 2016, our shareholders will elect directors for three-year terms upon the expiration of their current terms. Our shareholders will elect only one class of directors each year. We believe that classification of our board of directors will help to ensure the continuity and stability of our business strategies and policies as determined by our board of directors. There is no cumulative voting in the election of directors. As such, this classified board provision could have the effect of making the replacement of incumbent directors more time-consuming and difficult. At least two annual meetings of shareholders, instead of one, will generally be required to effect a change in a majority of our board of directors. Thus, the classified board provision could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors also may delay, defer or prevent a tender offer or an attempt to change control of us, even though a tender offer or change in control might be believed by our shareholders to be in their best interest.

Issuance of Preferred Shares

The ability to authorize and issue preferred shares is vested in our board of directors, which makes it possible for our board of directors to issue preferred shares with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

No Shareholder Action by Written Consent

Our Articles of Association will provide that all shareholder actions are required to be taken by a vote of the shareholders at an annual or special meeting, and that shareholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take shareholder actions and would prevent the amendment of our Articles of Association or Memorandum of Association or removal of directors by our shareholders without holding a meeting of shareholders.

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Advance Notice Procedure

Our Articles of Association will provide an advance notice procedure for shareholders to nominate director candidates for election, including proposed nominations of persons for election to the board of directors. Subject to the rights of the holders of any series of preferred shares, only persons nominated by, or at the direction of, our board of directors or by a shareholder who has given proper and timely notice to our secretary prior to the meeting, will be eligible for election as a director. In addition, any proposed business other than the nomination of persons for election to our board of directors must constitute a proper matter for shareholder action pursuant to the notice of meeting delivered to us. For notice to be timely, it must be received by our secretary not less than 90 nor more than 120 calendar days prior to the first anniversary of the previous year’s annual meeting (or if the date of the annual meeting is advanced more than 30 calendar days or delayed by more than 60 calendar days from such anniversary date, not earlier than the 120^th calendar day nor more than 90 days prior to such meeting or the 10^th calendar day after public announcement of the date of such meeting is first made). These advance notice provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of us.

Limitation of Liability of Directors and Officers

Our Articles of Association will include provisions that indemnify, to the fullest extent allowable under Jersey law, the personal liability of directors or officers for monetary damages for actions taken as our director or officer, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. However, exculpation does not apply if the directors acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from their actions as directors. We will also be expressly authorized to advance certain reasonable expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities.

We believe that the limitation of liability and indemnification provisions in our Articles of Association and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Other Jersey, Channel Islands Law Considerations

Purchase of Own Shares

As with declaring a dividend, we may not buy back or redeem our shares unless our directors who are to authorize the buyback or redemption have made a statutory solvency statement that, immediately following the date on which the buyback or redemption is proposed, the company will be able to discharge its liabilities as they fall due and, having regard to prescribed factors, the company will be able to continue to carry on business and discharge its liabilities as they fall due for the 12 months immediately following the date on which the buyback or redemption is proposed (or until the company is dissolved on a solvent basis, if earlier).

If the above conditions are met, we may purchase shares in the manner described below.

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We may purchase on a stock exchange our own fully paid shares pursuant to a special resolution of our shareholders. The resolution authorizing the purchase must specify:

• the maximum number of shares to be purchased;

• the maximum and minimum prices which may be paid; and

• a date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.

We expect our shareholders to adopt such a resolution prior to the closing of this offering.

We may purchase our own fully paid shares otherwise than on a stock exchange pursuant to a special resolution of our shareholders, but only if the purchase is made on the terms of a written purchase contract which has been approved by an ordinary resolution of our shareholders. The shareholder from whom we propose to purchase or redeem shares is not entitled to take part in such shareholder vote in respect of the shares to be purchased.

We may fund a redemption or purchase of our own shares from any source. We cannot purchase our shares if, as a result of such purchase, only redeemable shares would remain in issue.

If authorized by a resolution of our shareholders, any shares that we redeem or purchase may be held by us as treasury shares. Any shares held by us as treasury shares may be cancelled, sold, transferred for the purposes of or under an employee share scheme or held without cancelling, selling or transferring them. Shares redeemed or purchased by us are cancelled where we have not been authorized to hold these as treasury shares.

Mandatory Purchases and Acquisitions

The Jersey Companies Law provides that where a person has made an offer to acquire a class of all of our outstanding shares not already held by the person and has as a result of such offer acquired or contractually agreed to acquire 90% or more of such outstanding shares, that person is then entitled (and may be required) to acquire the remaining shares of such shares. In such circumstances, a holder of any such remaining shares may apply to the Jersey court for an order that the person making such offer not be entitled to purchase the holder’s shares or that the person purchase the holder’s shares on terms different to those under which the person made such offer.

Other than as described above and below under “—U.K. City Code on Takeovers and Mergers,” we are not subject to any regulations under which a shareholder that acquires a certain level of share ownership is then required to offer to purchase all of our remaining shares on the same terms as such shareholder’s prior purchase.

Compromises and Arrangements

Where we and our creditors or shareholders or a class of either of them propose a compromise or arrangement between us and our creditors or our shareholders or a class of either of them (as applicable), the Jersey court may order a meeting of the creditors or class of creditors or of our shareholders or class of shareholders (as applicable) to be called in such a manner as the court directs. Any compromise or arrangement approved by a majority in number representing 75% or more in value of the creditors or 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctioned by the court, is binding upon us and all the creditors, shareholders or members of the specific class of either of them (as applicable).

Whether the capital of the company is to be treated as being divided into a single or multiple class(es) of shares is a matter to be determined by the court. The court may in its discretion treat a

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single class of shares as multiple classes, or multiple classes of shares as a single class, for the purposes of the shareholder approval referred to above taking into account all relevant circumstances, which may include circumstances other than the rights attaching to the shares themselves.

U.K. City Code on Takeovers and Mergers

The U.K. City Code on Takeovers and Mergers, or the Takeover Code, applies, among other things, to an offer for a public company whose registered office is in the Channel Islands and whose securities are not admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom or any stock exchange in the Channel Islands or the Isle of Man if the company is considered by the Panel on Takeovers and Mergers, or the Takeover Panel, to have its place of central management and control in the United Kingdom or the Channel Islands or the Isle of Man (in each case, a “Code Company”). This is known as the “residency test.” Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man by looking at various factors, including the structure of our board of directors, the functions of the directors and where they are resident.

The Takeover Code provides a framework within which takeovers of companies subject to it are conducted. In particular, the Takeover Code contains certain rules in respect of mandatory offers for Code Companies. Under Rule 9 of the Takeover Code, if a person:

• acquires an interest in shares of a Code Company that, when taken together with shares in which persons acting in concert with such person are interested, carry 30% or more of the voting rights of the Code Company; or

• who, together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% and not more than 50% of the voting rights in the Code, acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested,

the acquirer, and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer (or provide a cash alternative) for the Code Company’s outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

We currently do not anticipate being subject to the Takeover Code, as we intend to have our place of central management and control outside of the United Kingdom, the Channel Islands or the Isle of Man, but may in the future become subject to it due to changes in the board’s composition, changes in the Takeover Panel’s interpretation of the Takeover Code or other events.

Rights of Minority Shareholders

Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the grounds that the conduct of our affairs, including a proposed or actual act or omission by us, is “unfairly prejudicial” to the interests of our shareholders generally or of some part of our shareholders, including at least the shareholder making the application. What amounts to unfair prejudice is not defined in the Jersey Companies Law. There may also be common law personal actions available to our shareholders.

Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating our affairs, requiring us to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by us or by any of our other shareholders.

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Jersey Regulatory Matters

The Jersey Financial Services Commission, or JFSC, has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of our ordinary shares. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947 against any liability arising from the discharge of its functions under that law.

A copy of this prospectus has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 and the Jersey Registrar of Companies has given, and has not withdrawn, his consent to its circulation.

It must be distinctly understood that, in giving these consents, neither the Jersey Registrar of Companies nor the JFSC takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

The price of securities and the income from them can go down as well as up. Nothing in this prospectus or anything communicated to holders or potential holders of any of our ordinary shares (or interests in them) by or on behalf of the Company is intended to constitute or should be construed as advice on the merits of the purchase of or subscription for any ordinary shares (or interests in them) for the purposes of the Financial Services (Jersey) Law 1998.

The directors of the Company have taken all reasonable care to ensure that the facts stated in this prospectus are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the prospectus, whether of facts or opinion. All the directors of the Company accept responsibility accordingly.

Differences in Corporate Law

Set forth below is a comparison of certain shareholder rights and corporate governance matters under Delaware law and Jersey law:

Corporate Law Issue	Delaware Law	Jersey Law
Special Meetings of Shareholders	Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.	Shareholders holding 10% or more of the company’s voting rights and entitled to vote at the relevant meeting may legally require our directors to call a meeting of shareholders. The Jersey Financial Services Commission, or JFSC, may, at the request of any officer, secretary or shareholder, call or direct the calling of an annual general meeting. Failure to call an annual general meeting in accordance with the requirements of the Jersey Companies Law is a criminal offense on the part of a Jersey company and its directors and secretary.

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Corporate Law Issue	Delaware Law	Jersey Law
Interested Director Transactions	Interested director transactions are permissible and may not be legally voided if: •  either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation’s capital stock entitled to vote upon the matter, approves the transaction upon disclosure of all material facts; or •  the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.	An interested director must disclose to the company the nature and extent of any interest in a transaction with the company, or one of its subsidiaries, which to a material extent conflicts or may conflict with the interests of the company and of which the director is aware. Failure to disclose an interest entitles the company or a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit. A transaction is not voidable and a director is not accountable notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution and the nature and extent of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed.
		Although it may still order that a director account for any profit, a court will not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered into.
Cumulative Voting	The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.	There are no provisions in the Jersey Companies Law relating to cumulative voting.
Approval of Corporate Matters by Written Consent	Unless otherwise specified in a corporation’s certificate of incorporation, shareholders may take action permitted to be taken at an annual or special	If permitted by the articles of association of a company, a written consent signed and passed by the specified majority of members may effect any

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Corporate Law Issue	Delaware Law	Jersey Law
	meeting, without a meeting, notice or a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered.	matter that otherwise may be brought before a shareholders’ meeting, except for the removal of a company’s auditors. Such consent shall be deemed effective when the instrument, or the last of several instruments, is signed by the specified majority of members or on such later date as is specified in the resolution.
Business Combinations	With certain exceptions, a merger, consolidation or sale of all or substantially all of the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon.	A sale or disposal of all or substantially all the assets of a Jersey company must be approved by the board of directors and, only if the articles of association of the company require, by the shareholders in general meeting. A merger involving a Jersey company must be generally documented in a merger agreement which must be approved by special resolution of that company.
Limitations on Director’s Liability and Indemnification of Directors and Officers	A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock purchases or redemptions, or any transaction from which a director derived an improper personal benefit. Moreover, these provisions would not be likely to bar claims arising under U.S. federal securities laws. A Delaware corporation may indemnify a director or officer of the corporation against	The Jersey Companies Law does not contain any provision permitting Jersey companies to limit the liabilities of directors for breach of fiduciary duty. However, a Jersey company may exempt from liability, and indemnify directors and officers for, liabilities: •  incurred in defending any civil or criminal legal proceedings where: •  the person is either acquitted or receives a judgment in their favor; •  where the proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or •  where the proceedings are settled on terms that

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Corporate Law Issue	Delaware Law	Jersey Law
	expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.	such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in the person’s resistance to the proceedings; •  incurred to anyone other than to the company if the person acted in good faith with a view to the best interests of the company; •  incurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty or breach of trust under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or •  incurred in a case in which the company normally maintains insurance for persons other than directors.
Appraisal Rights	A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction.	No appraisal rights.
Shareholder Suits	Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste	Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the ground that the conduct of a company’s affairs, including a proposed or actual act or

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Corporate Law Issue	Delaware Law	Jersey Law
	and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.	omission by a company, is “unfairly prejudicial” to the interests of shareholders generally or of some part of shareholders, including at least the shareholder making the application. There may also be customary law personal actions available to shareholders. Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders.
Inspection of Books and Records	All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.	The register of shareholders and books containing the minutes of general meetings or of meetings of any class of shareholders of a Jersey company must during business hours be open to the inspection of a shareholder of the company without charge. The register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its articles of association or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge.
Amendments to Charter	Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon	The memorandum of association and articles of association of a Jersey company may only be amended by special resolution (being a two-third majority if the articles of association of the

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Corporate Law Issue	Delaware Law	Jersey Law
	or such greater vote as is provided for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote.	company do not specify a greater majority) passed by shareholders in general meeting or by written resolution signed by all the shareholders entitled to vote.

Transfer Agent and Registrar

The transfer agent and registrar for our ordinary shares is Computershare Trust Company, N.A. Its address is 250 Royall Street, Canton, MA 02021, and its telephone number is (800) 662-7232.

Listing

We have applied to list our ordinary shares on the NASDAQ Global Market under the symbol “MIME.”

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have outstanding 54,005,410 ordinary shares. All of the ordinary shares sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial numbers of our ordinary shares in the public market could adversely affect prevailing market prices of our ordinary shares. Prior to this offering, there has been no public market for our ordinary shares, and while application has been made for the ordinary shares to be listed on the NASDAQ Global Market, we cannot assure you that a regular trading market will develop in the ordinary shares.

As a result of the lock-up agreements described below, and the provisions of Rules 144 and 701 under the Securities Act, the restricted securities will be available for sale in the public market as follows:

Date	Number of Shares Eligible for Sale
At the date of this prospectus		0.5 million
180 days after the date of this prospectus		45.8 million

Sales of these shares in the public market after the restrictions under the lock-up agreements lapse, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions.

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our ordinary shares or the average weekly trading volume of our ordinary shares during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Lock-up Agreements

We, our officers, directors and holders of substantially all of our ordinary shares and options have agreed with the underwriters, subject to certain limited exceptions, not to offer, pledge, sell, contract to sell, grant any option to purchase, make any short sale, directly or indirectly, or otherwise dispose of any ordinary shares or any securities convertible into or exchangeable for ordinary shares except for the ordinary shares offered in this offering without the prior written consent of Goldman, Sachs & Co. for a period of 180 days after the date of this prospectus with certain limited exceptions.

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Rule 701

In general, under Rule 701 of the Securities Act, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory share plan or other written agreement executed prior to the completion of this offering is eligible to resell such ordinary shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

Share Options

Following this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register all of our ordinary shares subject to outstanding options and options and other awards issuable pursuant to our equity incentive plans. See “Management—Directors’ and Executive Management Compensation” for additional information regarding our equity compensation. Accordingly, our ordinary shares registered under the registration statements, will be available for sale in the open market, subject to Rule 144 volume limitations applicable to affiliates, and subject to any vesting restrictions and lock-up agreements applicable to these shares.

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TAXATION

Jersey Tax Considerations

The following summary of the anticipated tax treatment in Jersey of the holders of ordinary shares (other than holders of ordinary shares resident in Jersey) is based on Jersey taxation law as it is understood to apply at the date of this document. It does not constitute legal or tax advice. Holders of ordinary shares should consult their professional advisers on the implications of acquiring, holding or disposing of ordinary shares under the laws of the jurisdictions(s) in which they may be liable to taxation. Holders of ordinary shares should also be aware that tax laws, rules and practice and their interpretation may change.

Our affairs are, and are intended to continue to be, managed and controlled in the United Kingdom for tax purposes and therefore we are resident in the United Kingdom for U.K. and Jersey tax purposes.

We are not regarded as resident for tax purposes in Jersey, Channel Islands. On that basis, we are not subject to income tax in Jersey. However, if we derive any income from the renting or development of land in Jersey or the importation and supply of hydrocarbon oil into Jersey, such income will be subject to tax at the rate of 20%. It is not expected that we will derive any such income.

Withholding tax

Dividends on ordinary shares may be paid by us without withholding or deduction for or on account of Jersey income tax and holders of ordinary shares (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such ordinary shares.

A paying agent established in Jersey that makes “interest payments” (as defined in the Taxation (Agreements with European Member States) (Jersey) Regulations 2005 (the “Regulations”)) to an individual beneficial owner resident in an EU Member State that is a “contracting party” (as defined in the Regulations) is obliged to communicate details of such payments to the Comptroller of Taxes in Jersey who, pursuant to the Regulations, must provide such information to the tax authorities of the EU Member State in which the beneficial owner is resident.

Goods and Services Tax

Jersey charges a tax on goods and services supplied in the Island (which we refer to as GST). We are an “international services entity” for the purposes of the Goods and Services Tax (Jersey) Law 2007 (the “GST Law”) and consequently, we are not required to:

(i) register as a taxable person pursuant to the GST Law;

(ii) charge goods and services tax in Jersey in respect of any supply made by us; or

(iii) subject to limited exceptions that are not expected to apply to us, pay goods and services tax in Jersey in respect of any supply made to us.

Stamp Duty

In Jersey, no stamp duty is levied on the issue or transfer of the ordinary shares except that stamp duty is payable on Jersey grants of probate and letters of administration, which will generally be required to transfer ordinary shares on the death of a holder of such ordinary shares to the extent such ordinary shares are deemed to be movable property in Jersey. In the case of a grant of probate or letters of administration, stamp duty is levied according to the size of the estate (wherever situated in

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respect of a holder of ordinary shares domiciled in Jersey, or situated in Jersey in respect of a holder of ordinary shares domiciled outside Jersey) and is payable on a sliding scale at a rate of up to 0.75% of such estate.

Jersey does not otherwise levy taxes upon capital, inheritances, capital gains or gifts nor are there other estate duties.

U.K. Tax Considerations

The following statements are a general guide to certain aspects of current U.K. tax law and the current published practice of HM Revenue and Customs, both of which are subject to change, possibly with retrospective effect.

The following statements are intended to apply to holders of ordinary shares who are only resident for tax purposes in the U.K., who hold the ordinary shares as investments and who are the beneficial owners of the ordinary shares. The statements may not apply to certain classes of holders of ordinary shares, such as dealers in securities and persons acquiring ordinary shares in connection with their employment. Prospective investors in ordinary shares who are in any doubt as to their tax position regarding the acquisition, ownership and disposition of the ordinary shares should consult their own tax advisers.

Withholding tax

We will not be required to deduct or withhold U.K. tax at source from dividend payments we make.

Stamp duty and stamp duty reserve tax

No stamp duty reserve tax will be payable on the issue of the ordinary shares or on any transfer of our ordinary shares, provided that the ordinary shares are not registered in a register kept in the United Kingdom. It is not intended that such a register will be kept in the United Kingdom.

No stamp duty will be payable on the issue of the ordinary shares by us. No stamp duty will be payable on a transfer of our ordinary shares provided that (i) any instrument of transfer is not executed inside the United Kingdom, and (ii) such instrument of transfer does not relate to any property situated, or any matter or thing done or to be done, in the United Kingdom.

Dividends

Individuals

Please note that significant changes to the UK taxation of dividends for individual holders are expected to take effect from April 2016. What follows is a summary of the current rules. Please see the following section titled Proposed changes to taxation of dividends for individuals for more information.

An individual holder who receives a dividend from us will be entitled to a tax credit which may be set off against his total income tax liability on the dividend. Such an individual holder’s liability to income tax is calculated on the aggregate of the dividend (the “declared dividend”) and the tax credit (such aggregate being the “gross dividend”) which will be regarded as the top slice of the individual’s income. The tax credit will be equal to 10% (2015/16) of the gross dividend (i.e. the tax credit will be one-ninth of the amount of the dividend).

An individual holder who is not liable to income tax in respect of the dividend will not be entitled to reclaim any part of the tax credit. An individual holder who is liable to income tax at the basic rate will

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be subject to income tax on the dividend at the rate of 10% (2015/16) of the gross dividend so that the tax credit will satisfy in full such holder’s liability to income tax on the dividend.

An individual holder liable to income tax at the higher rate will be subject to income tax on the gross dividend at 32.5% (2015/16) of the gross dividend, but will be able to set the tax credit off against part of this liability. The effect of the set off of the U.K. tax credit is that such a holder will have to account for additional tax equal to 25% of the declared dividend.

An individual holder liable to income tax at the additional rate will be subject to income tax on the gross dividend at 37.5% (2015/16) of the gross dividend, but will be able to set the tax credit off against part of this liability. The effect of that set off of the U.K. tax credit is that such a holder will have to account for additional tax equal to approximately 30.6% of the declared dividend.

Proposed changes to taxation of dividends for individuals

On July 8, 2015, the Chancellor announced in Summer Budget 2015 that legislation will be implemented, taking effect from April 2016, to abolish the current dividend tax credit for individuals. It is proposed that it will be replaced with a new tax-free allowance of £5,000 in dividend income per tax year. Dividend income in excess of the tax-free allowance will be taxed at the following rates:

(i) 7.5% (basic rate taxpayers);

(ii) 32.5% (high rate taxpayers); and

(iii) 38.1% (additional rate taxpayers).

The new legislation is expected to form part of the Finance Bill 2016.

Corporate shareholders within the charge to U.K. corporation tax

Holders of ordinary shares within the charge to U.K. corporation tax which are “small companies” for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act 2009 (for the purposes of U.K. taxation of dividends) will not be subject to U.K. corporation tax on any dividend received from us provided certain conditions are met (including an anti-avoidance condition).

Other holders within the charge to U.K. corporation tax will not normally be subject to tax on dividends from us.

If the conditions for exemption are not met or cease to be satisfied, or such a holder elects for an otherwise exempt dividend to be taxable, the holder will be subject to U.K. corporation tax on dividends received from us, at the rate of corporation tax applicable to that holder.

A corporate holder resident in the U.K. who is not liable to tax on dividends from us will not be entitled to reclaim any part of the tax credit.

Capital gains

Individuals

For individual holders, the principal factors that will determine the U.K. capital gains tax position on a disposal or deemed disposal of ordinary shares are the extent to which the holder realizes any other capital gains in the U.K. tax year in which the disposal is made, the extent to which the holder has incurred capital losses in that or earlier U.K. tax years, and the level of the annual allowance of tax-free gains in that U.K. tax year (the “annual exemption”). The annual exemption for the 2015/2016 U.K. tax year is £11,100.

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If, after all allowable deductions, an individual holder’s taxable income for the year exceeds the basic rate U.K. income tax limit, a taxable chargeable gain accruing on a disposal or deemed disposal of the ordinary shares would be taxed at 28%. Otherwise, such a gain may be taxed at 18% or 28% or a combination of both rates.

Companies

A disposal or deemed disposal of ordinary shares by a holder within the charge to U.K. corporation tax may give rise to a chargeable gain or allowable loss for the purposes of U.K. corporation tax, depending on the circumstances and subject to any available exemptions or reliefs. Corporation tax is charged on chargeable gains at the rate applicable to that company. Holders within the charge to U.K. corporation tax will, for the purposes of computing chargeable gains, be allowed to claim an indexation allowance which applies to reduce capital gains (but not to create or increase an allowable loss) to the extent that such gains arise due to inflation.

Certain Material U.S. Federal Income Tax Considerations

The following is a summary of certain material U.S. federal income tax considerations relating to the acquisition, ownership and disposition of our ordinary shares by a U.S. holder (as defined below). This summary addresses only the U.S. federal income tax considerations for U.S. holders that are initial purchasers of our ordinary shares pursuant to the offering and that will hold such ordinary shares as capital assets. This summary does not address all U.S. federal income tax matters that may be relevant to a particular U.S. holder. This summary does not address tax considerations applicable to a holder of ordinary shares that may be subject to special tax rules including, without limitation, the following:

• banks, financial institutions or insurance companies;

• brokers, dealers or traders in securities, currencies, commodities, or notional principal contracts;

• tax-exempt entities or organizations, including an “individual retirement account” or “Roth IRA” as defined in Section 408 or 408A of the Code (as defined below), respectively;

• real estate investment trusts, regulated investment companies or grantor trusts;

• persons that hold the ordinary shares as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes;

• partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or persons that will hold our shares through such an entity;

• S corporations;

• certain former citizens or long term residents of the United States;

• persons that received our shares as compensation for the performance of services;

• persons that acquire ordinary shares as a result of holding or owning our preferred shares;

• holders that own directly, indirectly, or through attribution 10% or more of the voting power or value our shares; and

• holders that have a “functional currency” other than the U.S. dollar.

Further, this summary does not address the U.S. federal estate, gift, or alternative minimum tax considerations, or any U.S. state, local, or non-U.S. tax considerations of the acquisition, ownership and disposition of our ordinary shares.

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This description is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, existing, proposed and temporary U.S. Treasury Regulations promulgated thereunder and administrative and judicial interpretations thereof, in each case as in effect and available on the date hereof. All the foregoing is subject to change, which change could apply retroactively, and to differing interpretations, all of which could affect the tax considerations described below. There can be no assurances that the U.S. Internal Revenue Service, or the IRS, will not take a position concerning the tax consequences of the acquisition, ownership and disposition of our ordinary shares or that such a position would not be sustained. Holders should consult their own tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of acquiring, owning and disposing of our ordinary shares in their particular circumstances.

For the purposes of this summary, a “U.S. holder” is a beneficial owner of ordinary shares that is (or is treated as), for U.S. federal income tax purposes:

• a citizen or resident of the United States;

• a corporation, or other entity that is treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust or has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person.

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds ordinary shares, the U.S. federal income tax consequences relating to an investment in our ordinary shares will depend in part upon the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor regarding the U.S. federal income tax considerations of acquiring, owning and disposing of our ordinary shares in its particular circumstances.

As indicated below, this discussion is subject to U.S. federal income tax rules applicable to a “passive foreign investment company,” or a PFIC.

The following summary is of a general nature only and is not a substitute for careful tax planning and advice. Persons considering an investment in our ordinary shares should consult their own tax advisors as to the particular tax consequences applicable to them relating to the acquisition, ownership and disposition of our ordinary shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

Distributions.    Subject to the discussion under “passive foreign investment company considerations,” below, the gross amount of any distribution actually or constructively received by a U.S. holder with respect to ordinary shares will be taxable to the U.S. holder as a dividend to the extent of our current and accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions in excess of earnings and profits will be non-taxable to the U.S. holder to the extent of, and will be applied against and reduce, the U.S. holder’s adjusted tax basis in the ordinary shares. Distributions in excess of earnings and profits and such adjusted tax basis will generally be taxable to the U.S. holder as either long-term or short-term capital gain depending upon whether the U.S. holder has held our ordinary shares for more than one year as of the time such distribution is received. However, since we do not calculate our earnings and profits under U.S. federal income tax principles, it is expected that any distribution will be reported as a dividend, even if that distribution would otherwise be treated as

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a non-taxable return of capital or as capital gain under the rules described above. Non-corporate U.S. holders may qualify for the preferential rates of taxation with respect to dividends on ordinary shares applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year) applicable to qualified dividend income (as discussed below).

In general, the amount of a distribution paid to a U.S. holder in a foreign currency will be the dollar value of the foreign currency calculated by reference to the spot exchange rate on the day the U.S. holder receives the distribution, regardless of whether the foreign currency is converted into U.S. dollars at that time. Any foreign currency gain or loss a U.S. holder realizes on a subsequent conversion of foreign currency into U.S. dollars will be U.S. source ordinary income or loss. If dividends received in a foreign currency are converted into U.S. dollars on the day they are received, a U.S. holder should not be required to recognize foreign currency gain or loss in respect of the dividend.

Sale, exchange or other taxable disposition of our ordinary shares.    Subject to the discussion below under “Passive foreign investment company considerations,” a U.S. holder will generally recognize gain or loss for U.S. federal income tax purposes upon the sale, exchange or other taxable disposition of ordinary shares in an amount equal to the difference between the U.S. dollar value of the amount realized from such sale or exchange and the U.S. holder’s tax basis for those ordinary shares. Subject to the discussion under “Passive foreign investment company considerations” below, this gain or loss will generally be a capital gain or loss and will generally be treated as from sources within the United States. The adjusted tax basis in an ordinary share generally will be equal to the cost of such ordinary share. Capital gain from the sale, exchange or other taxable disposition of ordinary shares of a non-corporate U.S. holder is generally eligible for a preferential rate of taxation applicable to capital gains, if the non-corporate U.S. holder’s holding period determined at the time of such sale, exchange or other taxable disposition for such ordinary shares exceeds one year (i.e., such gain is long-term taxable gain). The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations under the Code. Any such gain or loss that a U.S. holder recognizes generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes.

Medicare Tax.    Certain U.S. holders that are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of their dividend income and net gains from the disposition of ordinary shares. Each U.S. holder that is an individual, estate or trust is urged to consult its tax advisors regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our ordinary shares.

Passive foreign investment company considerations.    If we are classified as a passive foreign investment company, or PFIC, in any taxable year, a U.S. holder would be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of U.S. federal income tax that a U.S. holder could derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis.

A corporation organized outside the United States generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules with respect to the income and assets of its subsidiaries, either: (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average quarterly value of its total gross assets (which, assuming we are not a CFC for the year being tested, would be measured by fair market value of the assets, and for which purpose the total value of our assets may be determined in part by the market value of our ordinary shares, which is subject to change) is attributable to assets that produce “passive income” or are held for the production of “passive income.”

Passive income for this purpose generally includes dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive income, and also includes amounts derived by reason of the temporary

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investment of funds raised in offerings of our ordinary shares. If a non-U.S. corporation owns directly or indirectly at least 25% by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income. If we are classified as a PFIC in any year with respect to which a U.S. holder owns our ordinary shares, we will continue to be treated as a PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holder owns our ordinary shares, regardless of whether we continue to meet the tests described above, unless (i) we cease to be a PFIC and (ii) the U.S. holder makes a “deemed sale” election under PFIC rules.

We believe that we were not a PFIC during our 2014 taxable year and do not expect to be a PFIC during our 2015 taxable year. Our status for any taxable year will depend on our assets and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable year. The market value of our assets may be determined in large part by reference to the market price of our ordinary shares, which is likely to fluctuate after the offering. In addition, the composition of our income and assets will be affected by how, and how quickly, we use the cash proceeds from this offering in our business. Further, even if we determine that we are not a PFIC after the close of our taxable year, there can be no assurances that the IRS will agree with our conclusion.

If we are a PFIC, and you are a U.S. holder, then unless you make one of the elections described below, a special tax regime will apply to both (a) any “excess distribution” by us to you (generally, your ratable portion of distributions in any year which are greater than 125% of the average annual distribution received by you in the shorter of the three preceding years or your holding period for our ordinary shares) and (b) any gain realized on the sale or other disposition of the ordinary shares. Under this regime, any excess distribution and realized gain will be treated as ordinary income and will be subject to tax as if (a) the excess distribution or gain had been realized ratably over your holding period, (b) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (c) the interest charge generally applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. In addition, dividend distributions made to you will not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “Distributions.”

Certain elections exist that may alleviate some of the adverse consequences of PFIC status and would result in an alternative treatment (such as mark-to-market treatment) of our ordinary shares. If a U.S. holder makes the mark-to-market election, the U.S. holder generally will recognize as ordinary income any excess of the fair market value of the ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. holder makes the election, the U.S. holder’s tax basis in the ordinary shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of ordinary shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). The mark-to-market election is available only if we are a PFIC and our ordinary shares are “regularly traded” on a “qualified exchange.” Our ordinary shares will be treated as “regularly traded” in any calendar year in which more than a de minimis quantity of the ordinary shares are traded on a qualified exchange on at least 15 days during each calendar quarter (subject to the rule that trades that have as one of their principle purposes the meeting of the trading requirement are disregarded). The

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NASDAQ Global Market is a qualified exchange for this purpose and, consequently, if the ordinary shares are regularly traded, the mark-to-market election will be available to a U.S. holder.

We do not currently intend to provide the information necessary for U.S. holders to make qualified electing fund elections if we were treated as a PFIC for any taxable year. U.S. Holders should consult their tax advisors to determine whether any of these elections would be available and if so, what the consequences of the alternative treatments would be in their particular circumstances.

If we are determined to be a PFIC, the general tax treatment for U.S. Holders described in this section would apply to indirect distributions and gains deemed to be realized by U.S. Holders in respect of any of our subsidiaries that also may be determined to be PFICs.

If a U.S. holder owns ordinary shares during any taxable year in which we are a PFIC and the U.S. holder recognizes gain on a disposition of our ordinary shares, receives distributions with respect to our ordinary shares, or has made a mark-to-market election with respect to our ordinary shares the U.S. holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with respect to the company, generally with the U.S. holder’s federal income tax return for that year. In addition, in general, a U.S. person who is shareholder of a PFIC is required to file a Form 8621 annually to report information regarding such person’s PFIC shares if on the last day of the shareholder’s taxable year the aggregate value of all stock owned directly or indirectly by the shareholder exceeds $25,000 ($50,000 for joint filers), or for stock owned indirectly through another PFIC exceeds $5,000. If a U.S. person holds an interest in a domestic partnership (or a domestic entity or arrangement treated as a partnership for U.S. federal income tax purposes) or an S corporation that owns interest in a PFIC, as long as the partnership or S corporation itself has filed the form and has made a qualified electing fund or mark-to-market election, the members of the partnership aren’t required to file the IRS Form 8621. If our company were a PFIC for a given taxable year, then you should consult your tax advisor concerning your annual filing requirements.

The U.S. federal income tax rules relating to PFICs are complex. Prospective U.S. investors are urged to consult their own tax advisers with respect to the acquisition, ownership and disposition of our ordinary shares, the consequences to them of an investment in a PFIC, any elections available with respect to our ordinary shares and the IRS information reporting obligations with respect to the acquisition, ownership and disposition of our ordinary share.

Backup Withholding and Information Reporting.    U.S. holders generally will be subject to information reporting requirements with respect to dividends on ordinary shares and on the proceeds from the sale, exchange or disposition of ordinary shares that are paid within the United States or through U.S.-related financial intermediaries, unless the U.S. holder is an “exempt recipient.” In addition, U.S. holders may be subject to backup withholding on such payments, unless the U.S. holder provides a taxpayer identification number and a duly executed IRS Form W-9 or otherwise establishes an exemption. Backup withholding is not an additional tax, and the amount of any backup withholding will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Certain Reporting Requirements With Respect to Payments of Offer Price.    U.S. holders paying more than $100,000 for our ordinary shares generally may be required to file IRS Form 926 reporting the payment of the Offer Price for our ordinary shares to us. Substantial penalties may be imposed upon a U.S. holder that fails to comply. Each U.S. holder should consult its own tax advisor as to the possible obligation to file IRS Form 926.

Foreign Asset Reporting.    Certain U.S. holders who are individuals are required to report information relating to an interest in our ordinary shares, subject to certain exceptions (including an

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exception for shares held in accounts maintained by U.S. financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. An asset with respect to which an IRS Form 8621 has been filed does not have to be reported on form 8938, however, U.S. holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of our ordinary shares.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PROSPECTIVE INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

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UNDERWRITING

The company, the selling shareholders and the underwriters named below propose to enter into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter will severally agree to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and Barclays Capital Inc. are the representatives of the underwriters.

Underwriters	Number of Shares
Goldman, Sachs & Co.
Barclays Capital Inc.
Jefferies LLC
RBC Capital Markets, LLC
Oppenheimer & Co. Inc.
Total		7,750,000

The underwriters will be committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters will have an option to buy up to an additional 591,000 shares from the company and up to an additional 571,500 shares from the selling shareholders to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise this option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the company and the selling shareholders. Such amounts are shown assuming no exercise or full exercise of the underwriters’ option to purchase 1,162,500 additional shares.

Paid by the Company

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Paid by the Selling Shareholders

	Full Exercise
Per Share	$
Total	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $             per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

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The company and its officers, directors and holders of substantially all of the company’s ordinary shares and options have agreed with the underwriters, subject to certain limited exceptions, not to directly or indirectly, offer, sell, contract to sell, pledge, grant an option to purchase, make any short sale or otherwise dispose of any of their ordinary shares or securities convertible into or exchangeable for ordinary shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to this offering, there has been no public market for the shares. The initial public offering price will be negotiated between the company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the company’s historical performance, estimates of the business potential and earnings prospects of the company, an assessment of the company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list the ordinary shares on the NASDAQ Global Market under the symbol “MIME”.

In connection with the offering, the underwriters may purchase and sell the ordinary shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ordinary shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of ordinary shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the company’s ordinary shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ordinary shares. As a result, the price of the ordinary shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on NASDAQ, in the over-the-counter market or otherwise.

The company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $4.2 million, which includes no more than $            

145

that the company has agreed to reimburse the underwriters for certain FINRA related expenses incurred by them in connection with this offering. The underwriters have agreed to reimburse us for certain of our out-of-pocket expenses incurred in connection with this offering.

The company and the selling shareholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates may in the future provide a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Canada

The ordinary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ordinary shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the ordinary shares are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), an offer of shares to the public may not be made in that Relevant Member State, except that an offer of shares to the public may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal person who is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any shares or to whom an offer is made will be deemed to have represented, warranted and agreed to and with the underwriters that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive 2010/73/EU, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State.

In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed at persons who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

147

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that

148

such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

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EXPENSES OF THE OFFERING

The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee, and the listing fee.

SEC registration fee	$	10,770
FINRA filing fee		16,543
Listing fee		150,000
Printing and engraving		180,000
Legal fees and expenses		2,075,000
Accounting fees and expenses		1,500,000
Custodian transfer agent and registrar fees		10,000
Miscellaneous		257,687
Total	$	4,200,000

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LEGAL MATTERS

Certain legal matters with respect to U.S. securities law in connection with this offering will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts. Certain legal matters with respect to English law and Jersey law in connection with the validity of the shares being offered by this prospectus and other legal matters will be passed upon for us by Taylor Wessing LLP, U.K. and Mourant Ozannes, Jersey, respectively. Certain legal matters with respect to U.S. securities law in connection with this offering will be passed upon for the underwriters by White & Case LLP, New York, New York. Certain legal matters with respect to Jersey law in connection with this offering will be passed upon for the underwriters by Carey Olsen, Jersey.

EXPERTS

The consolidated financial statements of Mimecast Limited at March 31, 2014 and 2015, and for each of the two years in the period ended March 31, 2015, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

151

SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS

We are organized under the laws of the Bailiwick of Jersey. A substantial number of our directors and officers reside outside the United States, and all or a substantial portion of our assets, and all or a substantial portion of the assets of such persons, are located outside the United States. As a result, it may not be possible to effect service of process within the United States on us or our directors and management, or to enforce against us or such persons judgments obtained in a U.S. court, including judgments predicated upon civil liability provisions of the federal securities or other laws of the U.S. or any U.S. state.

We have appointed Mimecast North America, Inc. as our authorized agent upon whom process may be served in any action instituted in any U.S. federal or state court having subject matter jurisdiction arising out of or based on the underwriting agreement related to the ordinary shares.

A judgment of a U.S. court is not directly enforceable in Jersey, but constitutes a cause of action which will be enforced by Jersey courts provided that:

• the applicable U.S. courts had jurisdiction over the case, as recognized under Jersey law;

• the judgment is final and conclusive (if the judgment is subject to a possible appeal enforcement may be stayed until any appeal is resolved);

• the judgment is for a debt or definite sum of money, not being taxes, fines or similar penalties, or multiple damages (although the Jersey courts have inherent jurisdiction to recognise and enforce an in personam judgment of a foreign court at the Jersey court’s discretion in certain circumstances);

• the defendant is not immune under the principles of public international law;

• the same matters at issue in the case were not previously the subject of a judgment or disposition in a court of another jurisdiction;

• the judgment was not obtained by fraud; and

• the recognition and enforcement of the judgment is not contrary to public policy in Jersey, including observance of the principles of what are called “natural justice” and rights under the European Convention on Human Rights, which among other things require that documents in the U.S. proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial within a reasonable period of time before an independent and impartial tribunal.

Jersey courts award compensation for the loss or damage actually sustained by the plaintiff. The Jersey courts have considered but never awarded punitive or exemplary damages which are only available in appropriate circumstances and there is therefore some doubt as to whether they would enforce an award of such damages as a matter of course. Whether a particular judgment may be deemed contrary to Jersey public policy depends on the facts of each case, though judgments found to be exorbitant, unconscionable, or excessive may be deemed as contrary to public policy. Pursuant to the Protection of Trading Interests Act 1980, a statute of the United Kingdom extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order, 1983, the Jersey courts will not enforce a judgment against a qualifying defendant, which would include us, for an amount arrived at by multiplying a sum assessed as compensation for the loss or damage sustained by the person in whose favor the judgment is given.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act, including relevant exhibits and schedules, with respect to the ordinary shares to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits for further information with respect to us and our shares. Some of these exhibits consist of documents or contracts that are described in this prospectus in summary form. You should read the entire document or contract for the complete terms. You may read and copy the registration statement and its exhibits at the SEC’s Public Reference Room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet website at www.sec.gov, from which you can electronically access the registration statement and its exhibits.

After this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, or Exchange Act, applicable to foreign private issuers. Because we are a foreign private issuer, the SEC’s rules do not require us to deliver proxy statements pursuant to Section 14 of the Exchange Act or to file quarterly reports on Form 10-Q, among other things. However, we plan to produce quarterly financial reports and furnish them to the SEC approximately 45 days after the end of each of the first three quarters of our fiscal year and to file our annual report on Form 20-F within four months after the end of our fiscal year. In addition, our “insiders” are not subject to the SEC’s rules that prohibit short-swing trading. Our annual consolidated financial statements will be prepared in accordance with U.S. GAAP.

We also maintain an internet website at www.mimecast.com. Information contained in or connected to our website is not a part of this prospectus.

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TABLE OF CONTENTS

Prospectus

	Page
Prospectus Summary		1
Risk Factors		13
Special Note Regarding Forward-Looking Statements		35
Industry and Market Data		37
Use of Proceeds		38
Dividend Policy		39
Capitalization		40
Dilution		42
Selected Consolidated Financial and Other Data		44
Exchange Rate Information		48
Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
A Letter From Our Founders		79
Business		80
Management		103
Related Party Transactions		116
Principal and Selling Shareholders		119
Description of Share Capital		122
Shares Eligible for Future Sale		133
Taxation		135
Underwriting		144
Expenses of the Offering		150
Legal Matters		151
Experts		151
Service of Process and Enforcement of Judgments		152
Where You Can Find Additional Information		153
Index to Consolidated Financial Statements		F-1

We and the selling shareholders have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the selling shareholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the ordinary shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

For investors outside the United States: We, the selling shareholders and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution of this prospectus outside the United States.

The trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

References in this prospectus to “Mimecast UK” are to Mimecast Limited, which was incorporated under the laws of England and Wales with company number 04698693 on March 14, 2003 as a private company limited by shares, and references to “Mimecast Limited” refer to the company incorporated under the laws of the Bailiwick of Jersey with company number 119119 on July 28, 2015 that is selling its ordinary shares in this offering.

MIMECAST LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 31, 2014 and 2015, September 30, 2015 (unaudited) and September  30, 2015 Pro Forma (unaudited)		F-3
Consolidated Statements of Operations for the Years Ended March  31, 2014 and 2015 and for the Six Months Ended September 30, 2014 and 2015 (unaudited)		F-4
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended March  31, 2014 and 2015 and for the Six Months Ended September 30, 2014 and 2015 (unaudited)		F-5
Consolidated Statements of Convertible Preferred Shares and Shareholders’ (Deficit) Equity for the Years Ended March 31, 2014 and 2015, the Six Months Ended September 30, 2015 (unaudited) and the Six Months Ended September 30, 2015 Pro Forma (unaudited)		F-6
Consolidated Statements of Cash Flows for the Years Ended March  31, 2014 and 2015 and for the Six Months Ended September 30, 2014 and 2015 (unaudited)		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Mimecast Limited

We have audited the accompanying consolidated balance sheets of Mimecast Limited (the Company) as of March 31, 2014 and 2015, and the related consolidated statements of operations, comprehensive loss, convertible preferred shares and shareholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mimecast Limited at March 31, 2014 and 2015, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts

June 16, 2015,

except for Notes 1

and 14, as to which

the date is

November 6, 2015

F-2

MIMECAST LIMITED

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	At March 31,						At September 30, 2015
	2014			2015			2015			Pro Forma
							(unaudited)
Assets
Current assets
Cash and cash equivalents	$	19,158		$	32,890		$	34,051		$	34,051
Accounts receivable, net		22,874			25,267			27,322			27,322
Prepaid expenses and other current assets		6,152			4,982			4,557			4,557
Total current assets		48,184			63,139			65,930			65,930
Property and equipment, net		24,974			23,159			24,377			24,377
Other assets		2,625			2,531			5,558			5,558
Total assets	$	75,783		$	88,829		$	95,865		$	95,865
Liabilities, convertible preferred shares and shareholders’ (deficit) equity
Current liabilities
Accounts payable	$	6,912		$	4,674		$	4,126		$	4,126
Accrued expenses and other current liabilities		9,052			10,902			11,662			11,662
Deferred revenue		38,195			45,267			48,893			48,893
Current portion of long-term debt		3,117			5,278			5,403			5,403
Total current liabilities		57,276			66,121			70,084			70,084
Deferred revenue, net of current portion		7,936			8,041			8,603			8,603
Long-term debt		5,975			7,086			4,558			4,558
Other non-current liabilities		2,041			2,127			2,345			2,345
Total liabilities		73,228			83,375			85,590			85,590
Commitments and contingencies (Note 10)
Convertible preferred shares (Note 7)		59,305			59,305			59,305			—
Shareholders’ (deficit) equity
Ordinary shares, $0.012 par value, 118,657,039 shares authorized; 32,043,828, 32,928,499 and 33,707,162 shares issued and outstanding at March 31, 2014 and 2015 and September 30, 2015 (actual), respectively, and 46,255,410 shares issued and outstanding at September 30, 2015 (pro forma)		385			395			404			555
Additional paid-in capital		26,276			32,417			35,597			96,553
Accumulated deficit		(85,617	)		(85,332	)		(85,413	)		(87,215	)
Accumulated other comprehensive income (loss)		2,206			(1,331	)		382			382
Total shareholders’ (deficit) equity		(56,750	)		(53,851	)		(49,030	)		10,275
Total liabilities, convertible preferred shares and shareholders’ (deficit) equity	$	75,783		$	88,829		$	95,865		$	95,865

The accompanying notes are an integral part of these consolidated financial statements.

F-3

MIMECAST LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
							(unaudited)
Revenue	$	88,315		$	116,085		$	55,546		$	67,835
Cost of revenue		28,673			36,821			18,062			20,069
Gross profit		59,642			79,264			37,484			47,766
Operating expenses
Research and development		12,844			14,461			7,910			7,463
Sales and marketing		46,971			51,224			26,501			27,977
General and administrative		11,187			15,806			9,528			8,713
Restructuring		—			1,203			1,263			—
Total operating expenses		71,002			82,694			45,202			44,153
(Loss) income from operations		(11,360	)		(3,430	)		(7,718	)		3,613
Other income (expense)
Interest income		86			62			33			29
Interest expense		(542	)		(703	)		(311	)		(345	)
Foreign exchange (expense) income		(5,055	)		4,508			640			(3,100	)
Total other (expense) income, net		(5,511	)		3,867			362			(3,416	)
(Loss) income before income taxes		(16,871	)		437			(7,356	)		197
Provision for income taxes		19			152			76			278
Net (loss) income	$	(16,890	)	$	285		$	(7,432	)	$	(81	)
Reconciliation of net (loss) income to net (loss) income applicable to ordinary shareholders
Net (loss) income	$	(16,890	)	$	285		$	(7,432	)	$	(81	)
Net (loss) income applicable to participating securities		—			80			—			—
Net (loss) income applicable to ordinary shareholders—basic	$	(16,890	)	$	205		$	(7,432	)	$	(81	)
Net (loss) income	$	(16,890	)	$	285		$	(7,432	)	$	(81	)
Net (loss) income applicable to participating securities		—			75			—			—
Net (loss) income applicable to ordinary shareholders—diluted	$	(16,890	)	$	210		$	(7,432	)	$	(81	)
Net (loss) income per share applicable to ordinary shareholders: (Note 2)
Basic	$	(0.53	)	$	0.01		$	(0.23	)	$	(0.00	)
Diluted	$	(0.53	)	$	0.01		$	(0.23	)	$	(0.00	)
Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders:
Basic		31,719			32,354			32,058			33,371
Diluted		31,719			36,075			32,058			33,371
Pro forma net loss per share applicable to ordinary shareholders (unaudited): (Note 2)
Basic				$	(0.03	)				$	(0.04	)
Diluted				$	(0.03	)				$	(0.04	)
Pro forma weighted-average number of ordinary shares used in computing pro forma net loss per share applicable to ordinary shareholders (unaudited):
Basic					44,902						45,919
Diluted					44,902						45,919

The accompanying notes are an integral part of these consolidated financial statements.

F-4

MIMECAST LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
							(unaudited)
Net (loss) income	$	(16,890	)	$	285		$	(7,432	)	$	(81	)
Other comprehensive (loss) income:
Foreign currency translation adjustment		3,578			(3,537	)		(506	)		1,713
Comprehensive (loss) income	$	(13,312	)	$	(3,252	)	$	(7,938	)	$	1,632

The accompanying notes are an integral part of these consolidated financial statements.

F-5

MIMECAST LIMITED

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND

SHAREHOLDERS’ (DEFICIT) EQUITY

(in thousands)

	Convertible Preferred Shares						Ordinary Shares					Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ (Deficit) Equity
	Number of Shares			Amount			Number of Shares			Amount
Balance at March 31, 2013		12,576		$	59,305			32,003		$	384	$	25,015	$	(68,727	)	$	(1,372	)	$	(44,700	)
Net loss		—			—			—			—		—		(16,890	)		—			(16,890	)
Foreign currency translation adjustment		—			—			—			—		—		—			3,578			3,578
Issuance of ordinary shares upon exercise of share options		—			—			41			1		29		—			—			30
Share-based compensation		—			—			—			—		1,232		—			—			1,232
Balance at March 31, 2014		12,576			59,305			32,044			385		26,276		(85,617	)		2,206			(56,750	)
Net income		—			—			—			—		—		285			—			285
Foreign currency translation adjustment		—			—			—			—		—		—			(3,537	)		(3,537	)
Issuance of ordinary shares upon exercise of share options		—			—			868			10		622		—			—			632
Issuance of ordinary shares upon settlement of liability awards		—			—			16			—		93		—			—			93
Share-based compensation		—			—			—			—		5,426		—			—			5,426
Balance at March 31, 2015		12,576			59,305			32,928			395		32,417		(85,332	)		(1,331	)		(53,851	)
Net loss (unaudited)		—			—			—			—		—		(81	)		—			(81	)
Foreign currency translation adjustment (unaudited)		—			—			—			—		—		—			1,713			1,713
Issuance of ordinary shares upon exercise of share options (unaudited)		—			—			729			9		452		—			—			461
Issuance of ordinary shares upon settlement of liability awards (unaudited)		—			—			50			—		523		—			—			523
Excess tax benefits related to exercise of share options (unaudited)		—			—			—			—		226		—			—			226
Share-based compensation (unaudited)		—			—			—			—		1,979		—			—			1,979
Balance at September 30, 2015 (unaudited)		12,576			59,305			33,707			404		35,597		(85,413	)		382			(49,030	)
Conversion of convertible preferred shares into ordinary shares (unaudited)		(12,576	)		(59,305	)		12,576			151		59,154		—			—			59,305
Class C ordinary shares lost upon conversion to Class A ordinary shares		—			—			(28	)		—		—		—			—			—
Share-based compensation expense recognized upon closing of the proposed IPO (unaudited)		—			—			—			—		1,802		(1,802	)		—			—
Pro Forma Balance at September 30, 2015 (unaudited)		—		$	—			46,255		$	555	$	96,553	$	(87,215	)	$	382		$	10,275

The accompanying notes are an integral part of these consolidated financial statements.

F-6

MIMECAST LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
							(unaudited)
Operating activities
Net (loss) income	$	(16,890	)	$	285		$	(7,432	)	$	(81	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		8,958			11,028			5,589			5,207
Share-based compensation expense		1,232			5,426			4,226			1,979
Provision for doubtful accounts		23			133			43			25
Loss (gain) on disposal of fixed assets		69			(16	)		(5	)		(5	)
Non-cash interest expense		91			110			52			54
Excess tax benefits related to exercise of share options		—			—			—			(226	)
Unrealized currency loss (gain) on foreign denominated intercompany transactions		2,264			(4,052	)		(726	)		2,757
Changes in assets and liabilities:
Accounts receivable		(6,563	)		(4,334	)		2,759			(2,275	)
Prepaid expenses and other current assets		(354	)		684			348			783
Other assets		(1,674	)		(206	)		8			(167	)
Accounts payable		144			(38	)		206			(446	)
Deferred revenue		8,786			11,378			880			3,861
Accrued expenses and other liabilities		2,947			2,849			(61	)		483
Net cash (used in) provided by operating activities		(967	)		23,247			5,887			11,949
Investing activities
Purchases of property and equipment		(17,888	)		(12,583	)		(8,412	)		(7,402	)
Net cash used in investing activities		(17,888	)		(12,583	)		(8,412	)		(7,402	)
Financing activities
Proceeds from exercises of share-based awards		30			632			334			461
Excess tax benefits related to exercise of share options		—			—			—			226
Payments on debt		(252	)		(3,483	)		(1,581	)		(2,759	)
Proceeds from issuance of debt, net of issuance costs		—			8,282			8,282			—
Payment of deferred initial public offering issuance costs		—			—			—			(1,582	)
Net cash (used in) provided by financing activities		(222	)		5,431			7,035			(3,654	)
Effect of foreign exchange rates on cash		1,777			(2,363	)		(541	)		268
Net (decrease) increase in cash and cash equivalents		(17,300	)		13,732			3,969			1,161
Cash and cash equivalents at beginning of period		36,458			19,158			19,158			32,890
Cash and cash equivalents at end of period	$	19,158		$	32,890		$	23,127		$	34,051
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	451		$	593		$	259		$	281
Cash paid during the period for income taxes	$	28		$	32		$	22		$	19
Supplemental disclosure of non-cash investing and financing activities
Unpaid purchases of property and equipment	$	3,345		$	1,591		$	1,330		$	1,002
Unpaid deferred initial public offering issuance costs	$	—		$	—		$	—		$	1,117

The accompanying notes are an integral part of these consolidated financial statements.

F-7

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended March 31, 2014 and 2015 and the six months ended September 30, 2014 and 2015

(in thousands, except share and per share data, unless otherwise noted)

1. Organization and Description of Business

Mimecast Limited (Mimecast Jersey) is a public limited company organized under the laws of the Bailiwick of Jersey on July 28, 2015. On November 4, 2015, Mimecast Jersey changed its corporate structure whereby it became the holding company of Mimecast Limited (Mimecast UK), a private limited company incorporated in 2003 under the laws of England and Wales, and its wholly-owned subsidiaries by way of a share-for-share exchange in which the shareholders of Mimecast UK exchanged their shares in Mimecast UK for an identical number of shares of the same class in Mimecast Jersey. Upon the exchange, the historical consolidated financial statements of Mimecast UK became the historical consolidated financial statements of Mimecast Jersey.

Mimecast Jersey and its subsidiaries (together the Group, the Company, Mimecast or we) is headquartered in London, England. The principal activity of the Group is the provision of email management services. Mimecast delivers a software-as-a-service (SaaS) enterprise email management service for archiving, continuity, and security. By unifying disparate and fragmented email environments into one holistic solution from the cloud, Mimecast minimizes risk and reduces cost and complexity while providing total end-to-end control of email. Mimecast’s proprietary software platform provides a single system to address key email management issues. Mimecast operates principally in the United Kingdom, the United States and South Africa.

The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, customer concentration, management of international activities, protection of proprietary rights, patent litigation, and dependence on key individuals.

2. Summary of Significant Accounting Policies

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the consolidated financial statements. The Company believes that a significant accounting policy is one that is both important to the portrayal of the Company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often as the result of the need to make estimates about the effect of matters that are inherently uncertain.

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

F-8

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Unaudited Pro Forma Presentation

The unaudited pro forma consolidated balance sheet as of September 30, 2015 and the unaudited pro forma statement of convertible preferred shares and shareholders’ (deficit) equity for the six months ended September 30, 2015 reflect the automatic conversion, at the closing of an initial public offering (IPO) of the Company’s ordinary shares, of all outstanding convertible preferred shares into 12,576,364 ordinary shares based on the convertible preferred shares outstanding at September 30, 2015. Additionally, as discussed further below, certain share-based awards granted by the Company, which are subject to service-based vesting conditions and a performance-based vesting condition based on a liquidity event, will become exercisable upon the consummation of an IPO. Share-based compensation expense associated with the share-based awards that have satisfied the service condition as of September 30, 2015 are included in the unaudited pro forma net loss.

Additionally, as described further in Note 8, all of the outstanding Founder Shares, Class B ordinary shares (Class B Shares) and Class C ordinary shares (Class C Shares) will automatically convert into Class A ordinary shares (Class A Shares) immediately prior to the closing of an IPO. The Founder and Class B Shares will convert at a ratio of 1:1. Each outstanding Class C Share is convertible into the number of Class A Shares equal to a fraction, the numerator of which is the excess of the IPO price over £0.372 and the denominator is the IPO price. For purposes of the unaudited pro forma financial information included within these financial statements, the conversion of the Class C Shares has been performed assuming a weighted-average conversion ratio of 0.9489-to-1, which was calculated assuming an IPO price of $11.00 per share, which is the midpoint of the price range set forth on the front cover of the Company’s prospectus. Additionally, the conversion factor of £0.372 has been translated into U.S. dollars at the rate of £1.00 to $1.5116. Based on these assumptions, the 550,000 outstanding Class C Shares as of March 31, 2015 and September 30, 2015 will convert into 521,884 Class A Shares.

Unaudited pro forma basic and diluted net loss per share has been computed using the weighted-average number of ordinary shares outstanding after giving pro forma effect to the conversion of all convertible preferred shares into ordinary shares, as well as the conversion of outstanding Class C Shares into ordinary shares, as if such conversions had occurred as of the date of original issuance.

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of September 30, 2015, the consolidated statements of operations, comprehensive (loss) income and cash flows for the six months ended September 30, 2014 and 2015, and the consolidated statement of convertible preferred shares and shareholders’ deficit for the six months ended September 30, 2015 are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments consisting of normal recurring adjustments and accruals necessary for the fair presentation of the Company’s financial position at September 30, 2015 and its results of operations, comprehensive (loss) income and its cash flows for the six months ended September 30, 2014 and 2015. The results for the six months ended September 30, 2015 are not necessarily indicative of the results expected for the year ending March 31, 2016 or any future period.

F-9

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period.

Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, allowances for doubtful accounts, expected future cash flows used to evaluate the recoverability of long-lived assets, contingent liabilities, expensing and capitalization of research and development costs for internal-use software, the determination of the fair value of share-based awards issued, share-based compensation expense, and the recoverability of the Company’s net deferred tax assets and related valuation allowance.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made.

Subsequent Events Considerations

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. See Note 14.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity date of 90 days or less from the date of purchase to be cash equivalents. Management determines the appropriate classification of investments at the time of purchase, and re-evaluates such determination at each balance sheet date.

Cash and cash equivalents consist of cash on deposit with banks and amounts held in interest-bearing money market funds. Cash equivalents are carried at cost, which approximates their fair market value.

Revenue Recognition

The Company derives its revenue from two sources: (1) subscription revenues, which are comprised of subscription fees from customers accessing the Company’s cloud services and from customers purchasing additional support beyond the standard support that is included in the basic subscription fees; and (2) related professional services and other revenue, which consists primarily of set-up and ingestion fees as well as training fees.

The Company recognizes revenue when all of the following conditions are satisfied:

• there is persuasive evidence of an arrangement;

• the service has been or is being provided to the customer;

F-10

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

• the collection of the fees is probable; and

• the amount of fees to be paid by the customer is fixed or determinable.

The Company’s subscription arrangements provide customers the right to access its hosted software applications. Customers do not have the right to take possession of the Company’s software during the hosting arrangement. Accordingly, the Company recognizes revenue in accordance with ASC 605, Revenue Recognition, and Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition.

The Company’s products and services are sold directly by the Company’s sales force and also indirectly by third-party resellers. In accordance with the provisions of ASC 605, the Company has considered certain factors in determining whether the end-user or the third-party reseller is the Company’s customer in arrangements involving resellers. The Company has concluded that in the majority of transactions with resellers, the reseller is the Company’s customer. In these arrangements, the Company considered that it is the reseller, and not the Company, that has the relationship with the end-user. Specifically, the reseller has the ability to set pricing with the end-user and the credit risk with the end-user is borne by the reseller. Further, the reseller is not obligated to report its transaction price with the end-user to the Company, and in the majority of transactions, the Company is unable to determine the amount paid by the end-user customer to the reseller in these transactions. As a result of such considerations, revenue for these transactions is presented in the accompanying consolidated statements of operations based upon the amount billed to the reseller. For transactions where the Company has determined that the end-user is the ultimate customer, revenue is presented in the accompanying consolidated statements of operations based on the transaction price with the end-user.

Subscription and support revenue is recognized ratably over the term of the contract, typically one year in duration, beginning on the commencement date of each contract.

Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

The Company’s professional services contracts are on a time and material basis. When these services are not combined with subscription revenues as a single unit of accounting, as discussed below, these revenues are recognized as the services are rendered.

Revenue is presented net of any taxes collected from customers.

At times, the Company may enter into arrangements with multiple-deliverables that generally include multiple subscriptions, premium support and professional services. For arrangements with multiple deliverables, the Company evaluates each deliverable to determine whether it represents a separate unit of accounting based on the following criteria: (a) whether the delivered item has value to the customer on a stand-alone basis; and (b) if the contract includes a general right of return relative to the delivered item, whether delivery or performance of the undelivered items is considered probable and substantially within our control.

If the deliverables are determined to qualify as separate units of accounting, consideration is allocated to each unit of accounting based on the units’ relative selling prices. The Company determines the relative selling price for a deliverable based on its vendor-specific objective evidence of fair value (VSOE), if available, or its best estimate of selling price (BESP), if VSOE is not available. The Company has determined that third-party evidence of selling price (TPE) is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.

F-11

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Subscription services have standalone value as such services are often sold separately. In determining whether professional services sold together with the subscription services have standalone value, the Company considers the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the determination that customers cannot resell the services that Mimecast provides, the timing of when the professional services contract was signed in comparison to the subscription service start date and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. Professional services sold at the time of the multiple-element subscription arrangement typically include customer set-up and ingestion services. To date, the Company has concluded that all of these professional services included in executed multiple-deliverable arrangements do not have standalone value and are therefore not considered separate units of accounting. These professional services are purchased by customers only in contemplation of, or in concert with, purchasing one of the hosted subscription solutions and, therefore, are not considered a substantive service, such that the provision of such service does not reflect the culmination of the earnings process. Mimecast does not sell these services without the related underlying primary subscription as there would be no practical interest or need on the behalf of a customer to buy these services without the underlying subscription. The Company does not have any knowledge of other vendors selling these services on a stand-alone basis and there is no way for an end-user to resell the deliverable. Accordingly, the deliverables within the arrangement including both subscription services and other professional services are accounted for as a single unit of accounting in accordance with the guidance in SAB No. 104. On these occasions, revenue for the professional services deliverables in the arrangement is recognized on a straight-line basis over the contractual term or the average customer life, as further described below.

Deferred Revenue

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is recognized as the revenue recognition criteria are met. In addition, deferred revenue consists of amounts paid by customers related to upfront set-up or ingestion fees. Revenue related to such services is recognized over the contractual term or the average customer life, whichever is longer. The estimated customer life has been determined to be five years.

Deferred revenue that is expected to be recognized during the succeeding twelve month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent in the accompanying consolidated balance sheets.

Cost of Revenue

Cost of revenue primarily consists of expenses related to supporting and hosting the Company’s product offerings and delivering professional services. These costs include salaries, benefits, incentive compensation and share-based compensation expense related to the management of the Company’s data centers, customer support team and the Company’s professional services team, in addition to third-party service provider costs such as data center and networking expenses, allocated overhead and depreciation expense.

Concentration of Credit Risk and Off-Balance Sheet Risk

The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments, which potentially subject us to

F-12

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. We maintain our cash and cash equivalents with major financial institutions of high-credit quality. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits.

Credit risk with respect to accounts receivable is dispersed due to our large number of customers. The Company’s accounts receivable are derived from revenue earned from customers primarily located in the United Kingdom, the United States, and South Africa. The Company generally does not require its customers to provide collateral or other security to support accounts receivable. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. As of March 31, 2014 and 2015, and September 30, 2015, no individual customer represented more than 10% of our accounts receivable. During the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015, no individual customer represented more than 10% of our revenue.

Allowance for Doubtful Accounts

We make judgments as to our ability to collect outstanding receivables and provide allowances for the portion of receivables when a loss is reasonably expected to occur. The allowance for doubtful accounts is established to represent the best estimate of the net realizable value of the outstanding accounts receivable. The development of the allowance for doubtful accounts is based on a review of past due amounts, historical write-off and recovery experience, as well as aging trends affecting specific accounts and general operational factors affecting all amounts. In addition, factors are developed utilizing historical trends in bad debts, returns and allowances.

We consider current economic trends when evaluating the adequacy of the allowance for doubtful accounts. If circumstances relating to specific customers change or unanticipated changes occur in the general business environment, our estimates of the recoverability of receivables could be further adjusted. For the years ended March 31, 2014 and 2015 bad debt expense was $23 and $133, respectively. For the six months ended September 30, 2014 and 2015 bad debt expense was $43 and $25, respectively. The allowance for doubtful accounts as of March 31, 2014 and 2015 and September 30, 2015 was not material.

Property and Equipment

Property and equipment are stated at cost, and are depreciated using the straight-line method over the estimated useful life of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation, are removed from the accounts, and any resulting gain or loss is included in the determination of net income (loss) in the period of retirement or sale. The estimated useful lives of the Company’s property and equipment are as follows:

	Estimated Useful Life
Computer equipment	3 to 5
Leasehold improvements	Lesser of asset life or lease term
Furniture and fixtures	5
Office equipment	3

F-13

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. In these instances, the Company recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. During this review, the Company re-evaluates the significant assumptions used in determining the original cost and estimated lives of long-lived assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the use of the asset, cash flows, and other indicators of value. Management then determines whether the remaining useful life continues to be appropriate, or whether there has been an impairment of long-lived assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets’ recovery. Recoverability of these assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset.

For the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015, the Company did not identify any impairment of its long-lived assets.

Deferred IPO Issuance Costs

Share issuance costs, which primarily consist of direct incremental legal and accounting fees relating to the IPO, are deferred. The deferred issuance costs will be offset against IPO proceeds upon the consummation of the Company’s proposed offering. In the event the IPO is terminated, or delayed more than 90 days, deferred offering costs will be expensed. As of September 30, 2015, the Company had deferred IPO issuance costs totaling $2.7 million. As of March 31, 2014 and 2015, there were no deferred IPO issuance costs recorded. Deferred issuance costs are included in other assets in the accompanying consolidated balance sheets.

Disclosure of Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and borrowings under the Company’s long-term debt arrangements, approximated their fair values at March 31, 2014 and 2015 and September 30, 2015, due to the short-term nature of these instruments, and for the long-term debt, the interest rates the Company believes it could obtain for borrowings with similar terms.

The Company has evaluated the estimated fair value of financial instruments using available market information. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. See below for further discussion.

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs).

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

• Level 1 inputs—Unadjusted observable quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2 inputs—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 inputs—Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and nonrecurring basis to determine the appropriate level to classify them for each reporting period.

Cash equivalents include money market funds with original maturities of 90 days or less from the date of purchase. The fair value measurement of these assets is based on quoted market prices in active markets for identical assets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy for all periods presented. As of March 31, 2014 and 2015 and September 30, 2015, cash equivalents held in money market funds totaled $2.3 million, $10.9 million, and $12.8 million, respectively.

As of March 31, 2014 and 2015 and September 30, 2015, we did not have any assets or liabilities measured at fair value on a recurring basis using significant other observable inputs (Level 2) or on a recurring basis using significant unobservable inputs (Level 3).

The Company measures eligible assets and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilities transacted in the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015.

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Software Development Costs

Costs incurred to develop software applications used in the Company’s SaaS platform consist of certain direct costs of materials and services incurred in developing or obtaining internal-use computer software, and payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the project. These costs generally consist of internal labor during configuration, coding, and testing activities. Research and development costs incurred during the preliminary project stage or costs incurred for data conversion activities, training, maintenance and general and administrative or overhead costs are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the application is substantially complete and ready for its intended use. Qualified costs incurred during the operating stage of the Company’s software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs incurred for maintenance of, and minor upgrades and enhancements to, internal-use software are expensed as incurred. During the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015, the Company believes the substantial majority of its development efforts were either in the preliminary project stage of development or in the operation stage (post-implementation), and accordingly, no costs have been capitalized during these periods. These costs are included in the accompanying consolidated statements of operations as research and development expense.

Foreign Currency Translation

The reporting currency of the Company is the U.S. dollar. We determine the functional currency for our foreign subsidiaries by reviewing the currencies in which its respective operating activities occur. The functional currency of the Company’s foreign subsidiaries is the local currency of each subsidiary. All assets and liabilities in the balance sheets of entities whose functional currency is a currency other than the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: (i) asset and liability accounts at period-end rates, (ii) income statement accounts at weighted-average exchange rates for the period, and (iii) shareholders’ equity accounts at historical exchange rates. Foreign exchange transaction gains and losses are included in foreign exchange (expense) income in the accompanying consolidated statements of operations. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets.

Net Income (Loss) Per Share

Net income (loss) per share information is determined using the two-class method, which includes the weighted-average number of ordinary shares outstanding during the period and other securities that participate in dividends (a participating security). The Company considers the convertible preferred shares to be participating securities because they include rights to participate in dividends with the ordinary shares.

Under the two-class method, basic net income (loss) per share attributable to ordinary shareholders is computed by dividing the net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted net income (loss) per share attributable to ordinary shareholders is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. The Company allocates net income first to preferred shareholders based on dividend rights under the Company’s articles of association and then to preferred and ordinary shareholders based on ownership interests. Net losses are not allocated to preferred shareholders as they do not have an obligation to share in the Company’s net losses.

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Diluted net income (loss) per share gives effect to all potentially dilutive securities. Potential dilutive securities consist of ordinary shares issuable upon the exercise of share options and ordinary shares issuable upon the conversion of our convertible preferred shares.

The following table presents the calculation of basic and diluted net (loss) income per share (in thousands, except per share data):

	Year ended March 31,					Six months ended September 30,
	2014			2015		2014			2015
						(unaudited)
Numerator:
Net (loss) income	$	(16,890	)	$	285	$	(7,432	)	$	(81	)
Net (loss) income applicable to participating securities		—			80		—			—
Net (loss) income applicable to ordinary shareholders—basic	$	(16,890	)	$	205	$	(7,432	)	$	(81	)
Net (loss) income	$	(16,890	)	$	285	$	(7,432	)	$	(81	)
Net income (loss) applicable to participating securities		—			75		—			—
Net (loss) income applicable to ordinary shareholders—diluted	$	(16,890	)	$	210	$	(7,432	)	$	(81	)
Denominator:
Weighted-average number of ordinary shares used in computing net (loss) income per share applicable to ordinary shareholders—basic		31,719			32,354		32,058			33,371
Dilutive effect of share equivalents resulting from share options and restricted shares		—			3,721		—			—
Weighted-average number of ordinary shares used in computing net (loss) income per share—diluted		31,719			36,075		32,058			33,371
Net (loss) income per share applicable to ordinary shareholders:
Basic	$	(0.53	)	$	0.01	$	(0.23	)	$	(0.00	)
Diluted	$	(0.53	)	$	0.01	$	(0.23	)	$	(0.00	)

The following potentially dilutive ordinary share equivalents have been excluded from the calculation of diluted weighted-average shares outstanding for the years ended March 31, 2014 and 2015 and the six months ended September 30, 2014 and 2015 as their effect would have been anti-dilutive for the periods presented (in thousands):

	Year ended March 31,				Six months ended September 30,
	2014		2015		2014		2015
					(unaudited)
Share options outstanding		6,251		—		6,014		6,110
Convertible preferred shares		12,576		—		12,576		12,576

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Unaudited Pro Forma Net Loss Per Share

Unaudited pro forma basic and diluted net loss per share has been computed using the weighted-average number of ordinary shares outstanding after giving pro forma effect to the conversion of all convertible preferred shares into ordinary shares, as well as the conversion of the 550,000 outstanding Class C Shares into 521,884 ordinary shares, as if such conversions had occurred as of the date of original issuance. Additionally, as discussed further below, certain share-based awards granted by the Company, which are subject to service-based vesting conditions and a performance-based vesting condition based on a liquidity event, will become exercisable upon the consummation of an IPO. Share-based compensation expense associated with the share-based awards that have satisfied the service condition as of March 31, 2015 and September 30, 2015 are included in the unaudited pro forma net loss.

A reconciliation of the pro forma net loss per share is as follows (in thousands):

	Year ended March 31,			Six months ended September 30,
	2015			2015
	(unaudited)
Numerator:
Net income (loss)	$	285		$	(81	)
Share-based compensation expense recognized upon the occurrence of an IPO		1,614			1,802
Pro forma net loss attributable to ordinary shareholders	$	(1,329	)	$	(1,883	)
Denominator:
Weighted-average number of ordinary shares used in computing net income (loss) per share applicable to ordinary shareholders—basic		32,354			33,371
Adjustment for Class C Shares lost upon assumed conversion		(28	)		(28	)
Adjustment for assumed conversion of convertible preferred shares		12,576			12,576
Weighted-average number of ordinary shares used in computing pro forma net loss per share—basic and diluted		44,902			45,919
Pro forma net loss per share attributable to ordinary shareholders—basic and diluted	$	(0.03	)	$	(0.04	)

Advertising and Promotion Costs

Expenses related to advertising and promotion of solutions is charged to sales and marketing expense as incurred. We incurred advertising expenses of $3.2 million and $3.7 million during the years ended March 31, 2014 and 2015, respectively. We incurred advertising expenses of $1.8 million and $2.2 million during the six months ended September 30, 2014 and 2015, respectively.

Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes. ASC 740 is an asset and liability approach that requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, and for operating loss and tax credit carryforwards. ASC 740 requires a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

F-18

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. At March 31, 2014 and 2015 and September 30, 2015, we did not have any uncertain tax positions that would impact our net tax provision.

Share-Based Compensation

The Company accounts for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation, which requires the recognition of expense related to the fair value of share-based compensation awards in the statements of operations. For share options issued under the Company’s share-based compensation plans to employees and members of the Board of Directors (the Board) for their services on the Board, the fair value of each option grant is estimated on the date of grant, and an estimated forfeiture rate is used when calculating share-based compensation expense for the period. For restricted share awards issued under the Company’s share-based compensation plans, the fair value of each grant is calculated based on the Company’s share price on the date of grant. For service-based awards, the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award. For awards subject to both performance and service-based vesting conditions, the Company recognizes share-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For share-based awards classified as liabilities, the Company accounts for such liability such that the compensation expense will be remeasured at each reporting date until such award is settled. Total compensation expense related to liability awards was not material for the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015.

Certain awards granted by the Company are subject to service-based vesting conditions and a performance-based vesting condition based on a liquidity event, defined as either a change of control or an IPO. As a result, no compensation cost related to share-based awards with these performance conditions has been recognized through September 30, 2015 as the Company has determined that a liquidity event was not probable at March 31, 2014 or 2015 or September 30, 2015. The Company will record the expense for these awards using the accelerated attribution method over the remaining service period when management determines that achievement of the liquidity event is probable.

Given the absence of an active market for the Company’s ordinary shares, the Board, the members of which the Company believes have extensive business, finance, and venture capital experience, were required to estimate the fair value of the Company’s ordinary shares at the time of each grant of a share-based award. The Company and the Board utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its ordinary shares. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, in determining the value of the Company’s ordinary shares at each grant date, including the following factors: (1) prices paid for the Company’s convertible preferred shares, which the Company had sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of the Company’s convertible preferred shares and ordinary shares; (2) valuations performed by an independent valuation specialist; (3) the

F-19

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Company’s stage of development and revenue growth; (4) the fact that the grants of share-based awards involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the ordinary shares underlying the share-based awards, such as an IPO or sale of the Company, given prevailing market conditions.

The Company believes this methodology to be reasonable based upon the Company’s internal peer company analyses, and further supported by several arm’s-length transactions involving the Company’s convertible preferred shares. As the Company’s ordinary shares are not actively traded, the determination of fair value involves assumptions, judgments and estimates. If different assumptions were made, share-based compensation expense, consolidated net income (loss) and consolidated net income (loss) per share could have been significantly different.

The fair value of each option grant issued under the Company’s share-based compensation plans was estimated using the Black-Scholes option-pricing model that used the assumptions noted in the following table. As there is no public market for its ordinary shares, the Company determined the expected volatility for options granted based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an average of the historical volatility measures of this peer group of companies. The expected term of options for service-based awards has been determined utilizing the “Simplified Method.” The Simplified Method is based on the average of the vesting tranches and the contractual life of each grant. In addition, the expected term for certain share-based awards which are subject to service-based and performance-based vesting conditions, is based on management’s estimate of the period of time for which the instrument is expected to be outstanding, factoring in certain assumptions such as the vesting period of the award, length of service and/or the location of the employee. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the share option. The Company has not paid, nor anticipates paying, cash dividends on its ordinary shares; therefore, the expected dividend yield is assumed to be zero.

The weighted-average fair value of options granted to employees during the years ended March 31, 2014 and 2015 was $1.56 and $4.02 per share, respectively. The weighted-average fair value of options granted to employees during the six months ended September 30, 2014 and 2015 was $3.54 and $5.70, respectively. The weighted-average assumptions utilized to determine the fair value of options granted to employees are presented in the following table:

	Year ended March 31,						Six months ended September 30,
	2014			2015			2014			2015
							(unaudited)
Expected term (in years)		6.4			6.3			6.3			6.3
Risk-free interest rate		2.5	%		3.1	%		3.4	%		2.4	%
Expected volatility		53.0	%		52.6	%		52.6	%		43.7	%
Expected dividend yield		—	%		—	%		—	%		—	%
Estimated grant date fair value per share of Class B ordinary shares	$	3.00		$	7.20		$	6.48		$	10.50

The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of such services received, or of the equity instruments issued, whichever is more reliably measured. The Company determines the total share-based compensation expense related to non-employee awards using the Black-Scholes option-pricing model. Additionally, in accordance with ASC 505, Equity-Based Payments to Non-Employees, the

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Company accounts for awards to non-employees prospectively, such that the fair value of the awards will be remeasured at each reporting date until the earlier of (a) the performance commitment date or (b) the date the services required under the arrangement have been completed. During the year ended March 31, 2014 and the six months ended September 30, 2015, the Company did not issue any share-based awards to non-employees. During the year ended March 31, 2015 the Company issued a share-based award to a non-employee in consideration for consulting services.

See Note 9 for a summary of the share option activity for the year ended March 31, 2015 and the six months ended September 30, 2015.

Leases

The Company categorizes leases at their inception as either operating or capital leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis once control of the space is achieved, without regard to deferred payment terms, such as rent holidays that defer the commencement date of required payments or escalating payment amounts. The difference between required lease payments and rent expense has been recorded as deferred rent. Additionally, incentives received are treated as a reduction of costs over the term of the agreement, as they are considered an inseparable part of the lease agreement.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Specifically, cumulative foreign currency translation adjustments are included in accumulated other comprehensive income (loss). As of March 31, 2014 and 2015 and September 30, 2015, accumulated other comprehensive income (loss) is presented separately on the consolidated balance sheets and consists entirely of cumulative foreign currency translation adjustments.

Application of New or Revised Accounting Standards

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an “emerging growth company,” the Company has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance was effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. On July 9, 2015 the FASB voted to approve a one-year deferral of the effective date of this guidance. In accordance with the agreed upon delay, the guidance is effective for the Company on April 1, 2018. The Company is currently evaluating the adoption method it will apply and the impact of the adoption of ASU 2014-09 on its consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and earlier application is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15, but the adoption is not expected to have a material effect on its consolidated financial statements or disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810)-Amendments to the Consolidation Analysis, which amends the criteria for determining which entities are considered variable interest entities, or VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for application of the VIE consolidation model. ASU 2015-02 is effective for annual periods, and interim periods therein, beginning after December 15, 2015. The Company is currently evaluating the impact the adoption of ASU 2015-02 will have on its financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires the Company to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. ASU 2015-03 will be effective for annual reporting periods beginning after December 15, 2015 and interim periods within fiscal years beginning after December 15, 2016, with early adoption permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact and timing of adoption of the ASU 2015-03 on its consolidated financial statements.

3. Balance Sheet Components

Prepaid expenses and other current assets consists of the following:

	At March 31,				At September 30,       2015
	2014		2015
					(unaudited)
Research and development investment tax credits	$	3,168	$	2,568	$1,595
Prepaid expenses		2,676		2,087	2,506
Other current assets		308		327	456
Total prepaid expenses and other current assets	$	6,152	$	4,982	$4,557

F-22

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property and equipment consists of the following:

	At March 31,						At September 30, 2015
	2014			2015
							(unaudited)
Computer equipment	$	38,939		$	46,078		$51,229
Leasehold improvements		2,889			2,867		3,513
Furniture and fixtures		1,798			1,618		1,859
Office equipment		268			256		250
		43,894			50,819		56,851
Less: Accumulated depreciation and amortization		(18,920	)		(27,660	)	(32,474)
Property and equipment, net	$	24,974		$	23,159		$24,377

Depreciation and amortization expense was $9.0 million and $11.0 million for the years ended March 31, 2014 and 2015, respectively. Depreciation and amortization expense was $5.6 million and $5.2 million for the six months ended September 30, 2014 and 2015, respectively.

Accrued expenses and other current liabilities consists of the following:

	At March 31,				At September 30,       2015
	2014		2015
					(unaudited)
Accrued payroll and related benefits	$	4,645	$	7,166	$	5,633
Accrued taxes payable		1,804		1,866		1,734
Other accrued expenses		2,603		1,870		4,295
Total accrued expenses and other current liabilities	$	9,052	$	10,902	$	11,662

Other non-current liabilities consists of the following:

	At March 31,				At September 30,       2015
	2014		2015
					(unaudited)
Deferred rent	$	1,496	$	1,760	$	1,800
Other non-current liabilities		545		367		545
Total other non-current liabilities	$	2,041	$	2,127	$	2,345

4. Restructuring

During the year ended March 31, 2015, the Company recorded a restructuring charge of $1.2 million within restructuring in the accompanying consolidated statements of operations. The restructuring charge consisted of employee severance costs in connection with the termination of employees in the United States and the United Kingdom. At March 31, 2015, all obligations related to the restructuring action were fully paid and the Company does not expect to incur any additional costs related to this action.

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. Debt

In January 2012, Mimecast Services Limited and Mimecast North America, Inc., with Mimecast Limited as guarantor, entered into a loan agreement with a lender (the Loan Agreement) providing for up to a £4.0 million asset based line of credit (the Equipment Line). Under the Equipment Line, the Company can use the borrowing capacity to finance Eligible Equipment purchases, as defined in the Loan Agreement, in British pounds or U.S. dollars. Outstanding amounts under the Equipment Line accrued interest at a rate equal to the U.K. LIBOR plus 6.00% per annum for advances in British pounds or the greater of (i) 7.50% per annum and (ii) the Prime Rate plus 3.50% per annum for U.S. dollar advances. Advances under the Equipment Line were repayable in 36 equal monthly payments of principal and interest following the date of the borrowing under the Equipment Line but no later than June 30, 2015.

In January 2013, the Company amended the Loan Agreement (the First Amendment) to aggregate the outstanding British pound advances and U.S. dollar advances into two individual Equipment Line advances of £1.7 million (the Sterling Equipment Advances) and $1.6 million (the U.S. Dollar Equipment Advances, collectively the Equipment Line Advances) and allowed for no additional advances under the Equipment Line. The First Amendment amended the interest rate on the Equipment Line Advances to a 4.50% per annum fixed interest rate and also extended the maturity date for the Equipment Line Advances to February 1, 2017, which includes an interest only period for the first twelve months following the First Amendment date. At March 31, 2014 and 2015, the Company had $2.7 million and $1.6 million outstanding, respectively, related to the Sterling Equipment Advances and had $1.6 million and $1.0 million outstanding, respectively, related to the U.S. Dollar Equipment Advances. At September 30, 2015, the Company had $1.2 million outstanding related to the Sterling Equipment Advances and had $0.8 million outstanding related to the U.S. Dollar Equipment Advances. There were no amounts available for future borrowings under the Equipment Line as of March 31, 2015 or September 30, 2015.

As part of the First Amendment, the Company entered into a line of credit of up to the lesser of (i) £7.5 million and (ii) the equivalent of 80% of Eligible Accounts Receivables, as defined, plus £2.5 million (the Revolving Line). Under the Revolving Line, the Company can borrow in British pounds, U.S. dollars or Euros and the Revolving Line had a maturity date of January 31, 2015. Advances under the Revolving Line bore interest at the greater of the Bank of England base rate plus 3.75% per annum, and 4.25% per annum for British pound Advances, the Prime Rate plus 1.00% per annum and 4.25% per annum for U.S. dollar Advances, and the Euro LIBOR plus 4.00% per annum and 4.25% per annum for Euro Advances.

In July 2014, the Company further amended the Loan Agreement (the Second Amendment) and increased the Revolving Line from up to £7.5 million to up to £10 million (the Amended Revolving Line). The Amended Revolving Line has £5.0 million available upon the Second Amendment and another £5.0 million upon completion of an additional equity financing. The Second Amendment also extended the maturity date of the Amended Revolving Line to July 15, 2016 and decreased the maximum interest rate on any advances to 4.00% per annum. At March 31, 2014 the Company had no amounts outstanding under the Revolving Line and at March 31, 2015 and September 30, 2015 the Company had no amounts outstanding under the Amended Revolving Line with £5.0 million available for future borrowing.

With the First Amendment, the Company also entered into a £3.0 million fixed interest rate term loan (the First Term Loan), which is repayable in 36 monthly installments starting twelve months

F-24

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

following the first business day of the borrowing. Interest on the First Term Loan accrues and is payable monthly in arrears at 4.50% per annum and the First Term Loan matures on March 1, 2017. With the Second Amendment, the Company entered into a second £5.0 million fixed interest rate term loan (the Second Term Loan), which is repayable in 36 monthly installments starting six months following the first business day of the borrowing. Interest on the Second Term Loan accrues and is payable monthly in arrears at 4.50% per annum and the Second Term Loan matures on January 1, 2018. At March 31, 2014, the Company had $4.9 million outstanding on the First Term Loan and at March 31, 2015, the Company had $2.8 million and $7.0 million outstanding on the First Term Loan and Second Term Loan, respectively. At September 30, 2015, the Company had $2.1 million and $5.9 million outstanding on the First Term Loan and Second Term Loan, respectively.

The weighted-average interest rate for long-term debt was 4.50% per annum at March 31, 2014 and 2015 and at September 30, 2015.

The Company has assessed these refinancing activities and determined they were modifications and not an extinguishment under ASC 470, Debt.

Under the Second Amendment, the Company must comply with certain financial covenants, including recurring revenue and adjusted quick ratio covenants, as defined within the Second Amendment. The interest rate will increase by 3.00% if the Company is not able to meet the financial covenants or has any other event of default, until cured. Failure to comply with these covenants, or the occurrence of an event of default, could permit the lender under the Second Amendment to declare all amounts outstanding under the Second Amendment, together with accrued interest and fees, to be immediately due and payable. In addition, the Second Amendment is secured by substantially all of our assets. The Company was in compliance with all covenants under the Second Amendment as of March 31, 2015 and September 30, 2015.

Future minimum principal payment obligations due under the Company’s loan agreements are as follows:

Year Ending March 31,
2016	$	5,314
2017		5,076
2018		2,052
	$	12,442

6. Related Party Transactions

Three of our current shareholders, who collectively own 52.8% and 51.8% of our outstanding shares as of March 31, 2014 and 2015, respectively, were customers of the Company during the periods included in the consolidated financial statements. Revenue recognized during the years ended March 31, 2014 and 2015 and the six months ended September 30, 2014 and 2015 and accounts receivable outstanding as of March 31, 2014 and 2015 and at September 30, 2015 related to these transactions was not material. Additionally, two of these shareholders provide certain services to the Company. Amounts paid to these shareholders in relation to arrangements for these services was not material for the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015.

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

7. Convertible Preferred Shares

The Company’s convertible preferred shares at March 31, 2014 and 2015 and September 30, 2015 (unaudited) were as follows:

	Original Issue Price per Share		Shares				Liquidation Amount		Carrying Value
			Authorized		Outstanding
Series A Convertible Preferred Shares(1)	$	2.95		7,051,814		7,051,814	$	20,816	$	20,583
Series B Convertible Preferred Shares	$	7.24		5,524,550		5,524,550		40,000		38,722
				12,576,364		12,576,364	$	60,816	$	59,305

(1) Translated using the British pound to U.S. dollar exchange rate as of the date of issuance of 1.601.

The holders of the Company’s Series A convertible preferred shares (Series A Preferred Shares) and the Series B convertible preferred shares (Series B Preferred Shares) (collectively, the Preferred Shares) have certain rights, preferences, privileges and restrictions with respect to voting, dividends, liquidation and conversion as follows:

Voting

The holders of the Preferred Shares are entitled to vote, together with the holders of Founder Shares and Class A Shares, on all matters submitted to shareholders for a vote. Each holder of Preferred Shares is entitled to the number of votes equal to the number of Preferred Shares held at the time of such vote.

Dividends

The holders of the Preferred Shares are entitled to receive dividends, if and when declared by the Board, pari passu with the holders of the Founder Shares, Class A Shares and Class B Shares. No dividends have been declared or paid by the Company through September 30, 2015.

Liquidation

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of Series B Preferred Shares are entitled to receive an amount per share equal to the Original Issue Price, subject to appropriate adjustment, plus all dividends accrued or declared but unpaid (the Series B Preference Amount). No payment shall be made to the holders of Series A Preferred Shares or ordinary shares unless and until full payment has been made to the holders of Series B Preferred Shares. If the funds available upon liquidation are insufficient to satisfy in full the Series B Preference Amount, the assets of the Company shall be shared ratably among the holders of the Series B Preferred Shares based upon their respective amounts, which would be payable with respect to the shares held by them if amounts were paid in full.

After payment has been made to the holders of Series B Preferred Shares, the holders of Series A Preferred Shares are entitled to receive an amount per share equal to the Original Issue Price, subject to appropriate adjustment, plus all dividends accrued or declared but unpaid (the Series A Preference Amount). No payment shall be made to the holders of ordinary shares unless and

F-26

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

until full payment has been made to the holders of Series A Preferred Shares. If the funds available upon liquidation are insufficient to satisfy in full the Series A Preference Amount, the assets of the Company shall be shared ratably among the holders of the Series A Preferred Shares based upon their respective amounts, which would be payable with respect to the shares held by them if amounts were paid in full.

After payment has been made to the holders of Series B and Series A Preferred Shares, the holders of Series A Preferred Shares and the holders of the ordinary shares (other than the holders of the Class C Shares) are entitled to receive an amount equal to £0.372 per share. If the funds available upon liquidation are insufficient to satisfy in full the £0.372 per share, the assets of the Company shall be shared ratably among the holders of the Series A Preferred Shares and the ordinary shares (other than the holders of the Class C Shares) based upon their respective amounts, which would be payable with respect to the shares held by them if amounts were paid in full.

After payment has been made to the holders of Series B, Series A and ordinary shares (other than the holders of the Class C Shares) as described above, the remaining assets of the Company available for distribution, shall be distributed ratably among the holders of the Preferred Shares and ordinary shares; provided, however, that (i) if the amount available for distribution to the holders of the Class B Shares is equal to or exceeds £1.842 per share, then the remaining assets of the Company shall be distributed pro rata to the holders of the Preferred Shares and ordinary shares (other than the Series B Preferred Shares) on a pro rata basis, or (ii) if the amount available for distribution to the holders of the Class B Shares is less than £1.842 per share, then the remaining assets of the Company shall be distributed pro rata to the holders of the Preferred Shares and ordinary shares (other than the Series B Preferred Shares) on a pro rata basis, except that holders of the Class C Shares will only be entitled to receive £6.00 in total, which amount shall be deemed satisfied by payment to one holder of Class C Shares.

Notwithstanding the above, (i) the holders of Series A Preferred Shares shall be entitled to receive the greater of (a) the amount such holders would have received under the rights described above, subject to a maximum of 3 times the Series A Preference Amount, and (b) the per share amount such holders would have received if all such holders had converted their Series A Preferred Shares into Class A Shares immediately prior to such liquidation, dissolution, or winding up of the Company, and (ii) the holders of Series B Preferred Shares shall be entitled to receive the greater of (a) the Series B Preference Amount, and (b) the per share amount such holders would have received if all such holders had converted their Series B Preferred Shares into Class A Shares immediately prior to such liquidation, dissolution, or winding up of the Company.

As the Preferred Shares may become redeemable upon a liquidation event that is outside of the control of the Company, the liquidation value of the Preferred Shares has been classified outside of permanent equity.

Conversion

Each Preferred Share is convertible, at the option of the holder, at any time into an equal number of Class A Shares. The conversion ratio for Preferred Shares is subject to adjustment for a share dividend, share split, combination of shares, reorganization or other similar event. All of the outstanding Preferred Shares will automatically convert into ordinary shares at a conversion rate of 1:1 immediately prior to the closing of a qualified underwritten public offering.

F-27

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company performs assessments of all terms and features of its Preferred Shares in order to identify any potential embedded features that would require bifurcation or any beneficial conversion features. As part of this analysis, the Company assessed the economic characteristics and risks of its Preferred Shares, including conversion, liquidation and redemption features, as well as dividend and voting rights. Based on the Company’s determination that each series of its Preferred Shares is an “equity host,” the Company determined that the features of the convertible preferred shares are most closely associated with an equity host, and, although the Preferred Shares includes conversion features, such conversion features do not require bifurcation as a derivative liability.

At March 31, 2015 and at September 30, 2015, there were 7,051,814 and 5,524,550 shares of the Company’s Class A Shares, that have been reserved for conversion of the outstanding Series A and Series B Preferred Shares, respectively.

8. Ordinary Shares

At March 31, 2014 and 2015 and at September 30, 2015, the authorized share capital of Mimecast UK was 167,216,665 ordinary shares, £0.000006 par value per share, consisting of 16,666,666 Founder Shares, 66,666,666 Class A Shares, 83,333,333 Class B Shares, and 550,000 Class C Shares. Upon completion of the share-for-share exchange and share consolidation, the authorized share capital of the Company was amended. See Note 14 for further discussion.

Total issued and outstanding shares of each class of ordinary shares were as follows:

	At March 31,				At September 30, 2015
	2014		2015
					(unaudited)
Founder Shares		8,107,039		8,107,039		8,107,039
Class A Shares		8,208,443		8,208,443		8,102,034
Class B Shares		15,178,346		16,063,017		16,948,089
Class C Shares		550,000		550,000		550,000
		32,043,828		32,928,499		33,707,162

Each share of Class A Shares entitles the holder to one vote for each share on all matters submitted to a vote of our shareholders at all meetings of shareholders and written actions in lieu of meetings. Holders of Class B and Class C Shares are not entitled to vote on matters submitted to shareholders. Holders of Founder Shares are entitled to vote on matters submitted at a 10:1 ratio for each share held.

The holders of Founder Shares and Class A and Class B Shares are entitled to receive dividends, if and when declared by the Board, pari passu with the holders of the Preferred Shares. No dividends have been declared or paid by the Company through September 30, 2015.

After payment to the holders of Preferred Shares of their liquidation preferences, the holders of ordinary shares are entitled to share in the Company’s remaining assets available for distribution to shareholders as discussed in Note 7, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or upon the occurrence of a deemed liquidation event.

All of the outstanding Founder Shares, Class B and Class C Shares will automatically convert into Class A Shares immediately prior to the closing of an IPO. The Founder and Class B Shares will

F-28

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

convert at a ratio of 1:1. Each outstanding Class C Share is convertible into the number of Class A Shares equal to a fraction, the numerator of which is the excess of the IPO price over £0.372 and the denominator is the IPO price. As a result, the aggregate number of ordinary shares into which the Class C Shares are convertible will be determined upon the pricing of an IPO, but in any event will not exceed 550,000 ordinary shares in the aggregate.

For purposes of the unaudited pro forma financial information included within these financial statements, the conversion of the Class C Shares has been performed assuming a weighted-average conversion ratio of 0.9489-to-1, which was calculated assuming an IPO price of $11.00 per share, which is the midpoint of the price range set forth on the front cover of the Company’s prospectus. Additionally, the conversion factor of £0.372 has been translated into U.S. dollars at the rate of £1.00 to $1.5116. Based on these assumptions, the 550,000 outstanding Class C ordinary shares as of March 31, 2015 and September 30, 2015 will convert into 521,884 Class A ordinary shares.

At March 31, 2015 and September 30, 2015, the Company has reserved the following ordinary shares for future issuance:

	At March 31,		At September 30,
	2015		2015
			(unaudited)
Options outstanding under share option plans		5,631,854		6,109,916
Options available for future grant under the share option plans		1,263,987		57,273
Convertible preferred shares outstanding		12,576,364		12,576,364
Total authorized ordinary shares reserved for future issuance		19,472,205		18,743,553

9. Share-based compensation

At March 31, 2015 and September 30, 2015, the Company had three share-based compensation plans, which are more fully described below.

The Company and its Board have approved the establishment of certain share option plans which are the Mimecast Limited 2007 Key Employee Share Option Plan (the 2007 Plan), the Mimecast Limited 2010 EMI Share Option Scheme (the 2010 Plan), and the Mimecast Limited Approved Share Option Plan (the Approved Plan) (the 2007 Plan, the 2010 Plan and the Approved Plan, collectively, the Plans). Through September 30, 2015, the Company has granted share-based awards to eligible participants under the Plans.

The Plans provide for granting of options to acquire Class B Shares to employees, officers, directors and consultants. The option price of each option under the Plans may not be less than the fair market value of the Class B Shares on the date of grant. The term of each option under the Plans may not exceed 10 years from the date of grant. Share options typically vest over 4 years, but vesting provisions can vary based on the discretion of the Board. We settle share options exercises under the Plans through newly issued shares. Shares of the Company’s ordinary shares underlying any awards that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or tax withholding, or otherwise terminated other than by exercise will be added back to the shares available for issuance under the Plans.

Certain awards granted by the Company are subject to service-based vesting conditions and a performance-based vesting condition based on a liquidity event, defined as either a change of control

F-29

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

or an IPO. As a result, no compensation cost related to share-based awards with these performance conditions has been recognized through September 30, 2015 as the Company has determined that a liquidity event was not probable at March 31, 2014 or 2015 or September 30, 2015 as it is not possible to determine if these performance conditions will be met as they are contingent upon an event that is outside of the Company’s control. In the event of a listing of our shares on a recognized investment exchange, 100% of the unvested portion of options granted under the Plans prior to May 13, 2014 shall vest. For options issued to employees other than those in our US subsidiary 25% of the vested shares underlying options will become exercisable immediately upon the listing, 50% of the shares underlying options will become exercisable 12 months following the date of the listing, and 25% of the shares underlying options will become exercisable 24 months following the date of the listing. The Company will record the expense for these awards using the accelerated attribution method over the remaining service period when management determines that achievement of the liquidity event is probable.

Options granted on or after May 13, 2014 under the 2010 Plan, and the Approved Plan shall continue vesting as set forth in the option award agreements.

The number of options available for future grant under the Plans as of March 31, 2015 and September 30, 2015 was 1,263,987, and 57,273, respectively.

Share-based compensation expense recognized under the Plans in the accompanying consolidated statements of operations was as follows:

	Year ended March 31,				Six months ended September 30,
	2014		2015		2014		2015
					(unaudited)
Cost of revenue	$	151	$	151	$	110	$	129
Research and development		291		544		152		74
Sales and marketing		395		1,684		1,417		851
General and administrative		395		3,047		2,547		925
Total share-based compensation expense	$	1,232	$	5,426	$	4,226	$	1,979

F-30

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Share option activity under the Plans for the year ended March 31, 2015 and the six months ended September 30, 2015 was as follows:

	Number of Awards			Weighted Average Exercise Price (3)		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands) (1)
Outstanding at March 31, 2014		6,250,608		$	1.20		6.55	$	32,890
Options granted		867,623		$	6.53
Options exercised		(868,005	)	$	0.72
Options forfeited and cancelled		(618,372	)	$	2.52
Outstanding at March 31, 2015		5,631,854		$	1.84		5.91	$	44,591
Options granted (unaudited)		1,513,531		$	8.13
Options exercised (unaudited)		(728,652	)	$	0.62
Options forfeited and cancelled (unaudited)		(306,817	)	$	5.80
Outstanding at September 30, 2015 (unaudited)		6,109,916		$	3.38		6.66	$	46,411
Exercisable at March 31, 2015		1,560,481		$	1.98		5.98	$	12,168
Exercisable and expected to be exercisable at March 31, 2015(2)(4)		2,309,757		$	3.12		6.57	$	15,387
Exercisable at September 30, 2015 (unaudited)		1,814,503		$	2.58		6.02	$	15,262
Exercisable and expected to be exercisable at September 30, 2015(2)(4) (unaudited)		3,063,491		$	4.92		7.42	$	18,531

(1) The aggregate intrinsic value was calculated based on the positive difference, if any, between the estimated fair value of our ordinary shares on March 31, 2014 and 2015 and September 30, 2015, respectively, or the date of exercise, as appropriate, and the exercise price of the underlying options.

(2) This represents the number of exercisable options as of March 31, 2015 and September 30, 2015, respectively, plus the number of options expected to become exercisable as of March 31, 2015 and September 30, 2015, respectively, based on the options outstanding as of March 31, 2015 and September 30, 2015, respectively, adjusted for the estimated forfeiture rate.

(3) Certain of the Company’s option grants have an exercise price denominated in British pound. The weighted-average exercise price at the end of each reporting period was translated into U.S. dollars using the exchange rate at the end of the period. The weighted-average exercise price for the options granted, exercised, forfeited and expired was translated into U.S. dollars using the exchange rate at the applicable date of grant, exercise, forfeiture or expiration, as appropriate.

(4) Excluded from this amount are certain share-based awards subject to both service-based vesting conditions and a performance-based vesting condition based on a liquidity event which the Company has determined was not probable as of March 31, 2015 or September 30, 2015.

The total intrinsic value of options exercised was $234, $5,112 and $6,676 for the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015, respectively. Total cash proceeds from such option exercises were $30, $632 and $461 for the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015, respectively.

F-31

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In connection with the preparation of the Company’s financial statements for the years ended March 31, 2014 and 2015 and the six months ended September 30, 2015, the Company reassessed the fair market value of its ordinary shares for purposes of valuing certain share-based awards. As a result, certain share-based awards were granted with an exercise or purchase price below the reassessed estimated fair value of ordinary shares on the date of grant.

In 2011, the Company granted its two founders a total of 550,000 restricted share awards, which vest over a period of four years, 25% at the end of year one and then 6.25% quarterly over the remaining three years. No additional restricted share awards were issued subsequent to this grant. As of March 31, 2014 and 2015, a total of 206,250 and 31,250 awards remained unvested, respectively. As of September 30, 2015, all restricted share awards were fully vested. As of March 31, 2014 and 2015, the aggregate intrinsic value of unvested shares was $1.3 million and $0.3 million, respectively.

As of March 31, 2015 and as of September 30, 2015, there was approximately $2.0 million and $5.6 million, respectively, of unrecognized share-based compensation, net of estimated forfeitures, related to unvested share-based awards subject to service-based vesting conditions, which is expected to be recognized over a weighted-average period of 2.52 years and 3.38 years, respectively. The total unrecognized share-based compensation cost will be adjusted for future changes in estimated forfeitures.

As of March 31, 2015 and as of September 30, 2015, there was approximately $4.4 million and $6.3 million, respectively of unrecognized share-based compensation, net of estimated forfeitures, related to unvested share-based awards, subject to both service-based vesting conditions and a performance-based vesting condition based on a liquidity event. The weighted-average recognition period is not determinable until the time a liquidity event is considered probable of occurring.

10. Commitments and Contingencies

The Company leases its facilities under non-cancelable operating leases with various expiration dates through October 2021. Rent expense was $2.6 million and $2.8 million for the years ended March 31, 2014 and 2015, respectively. Rent expense was $1.4 million and $1.6 million for the six months ended September 30, 2014 and 2015, respectively. The Company also has non-cancelable commitments related to its data centers.

Future minimum payments for our operating leases and data centers as of March 31, 2015 are as follows:

	Operating Leases		Data Centers
Year Ending March 31,
2016	$	2,955	$	9,330
2017		3,369		9,350
2018		3,204		8,692
2019		2,910		6,382
2020		1,750		4,358
Thereafter		496		—
Total	$	14,684	$	38,112

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MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Certain amounts included in the table above relating to co-location leases for the Company’s servers includes usage based charges in addition to base rent.

The Company has outstanding letters of credit of $0.4 million related to certain operating leases as of March 31, 2014 and 2015 and September 30, 2015.

Litigation

The Company, from time to time, may be party to litigation arising in the ordinary course of its business. The Company was not subject to any material legal proceedings during the years ended March 31, 2014 and 2015 and during the six months ended September 30, 2015, and, to the best of its knowledge, no material legal proceedings are currently pending or threatened.

Indemnification

The Company typically enters into indemnification agreements with customers in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses suffered or incurred as a result of claims of intellectual property infringement. These indemnification agreements are provisions of the applicable customer agreement. Based on when clients first sign an agreement for the Company’s service, the maximum potential amount of future payments the Company could be required to make under certain of these indemnification agreements is unlimited. Based on historical experience and information known as of March 31, 2015 and September 30, 2015, the Company has not incurred any costs for the above guarantees and indemnities.

In certain circumstances, the Company warrants that its services will perform in all material respects in accordance with its standard published specification documentation in effect at the time of delivery of the services to the customer for the term of the agreement. To date, the Company has not incurred significant expense under its warranties and, as a result, the Company believes the estimated fair value of these agreements is immaterial.

11. Employee Benefit Plans

We maintain a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan) covering all U.S. employees who satisfy certain eligibility requirements. The 401(k) Plan allows each participant to defer a percentage of their eligible compensation subject to applicable annual limits pursuant to the limits established by the Internal Revenue Service. We may, at our discretion, make contributions in the form of matching contributions or profit-sharing contributions. To date, we have not made any matching or profit-sharing contributions.

In addition, we contribute to a defined contribution savings plan for our employees in the United Kingdom who satisfy certain eligibility requirements. The plan allows each participant to defer a percentage of their compensation, and the Company contributes an additional 1% of all wages for those employees in the scheme on a monthly basis. The Company’s contributions have not been material to any individual year.

12. Segment and Geographic Information

Disclosure requirements about segments of an enterprise and related information establishes standards for reporting information regarding operating segments in annual financial statements and

F-33

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

requires selected information of those segments to be presented in interim financial reports issued to shareholders. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment.

Geographic Data

The Company allocates, for the purpose of geographic data reporting, its revenue based upon the location of the contracting subsidiary. Total revenue by geographic area was as follows:

	Year Ended March 31,				Six months ended September 30,
	2014		2015		2014		2015
					(unaudited)
Revenue:
United States	$	29,636	$	43,574	$	19,683	$	27,720
United Kingdom		37,694		48,595		24,007		27,111
South Africa		18,716		21,817		10,789		11,662
Other		2,269		2,099		1,067		1,342
Total revenue	$	88,315	$	116,085	$	55,546	$	67,835

Property and equipment, net by geographic location consists of the following:

	At March 31,				At September 30, 2015
	2014		2015
					(unaudited)
United States	$	11,403	$	11,031	$	11,015
United Kingdom		9,236		7,883		8,421
South Africa		4,178		3,736		2,775
Other		157		509		2,166
Total	$	24,974	$	23,159	$	24,377

13. Income Taxes

(Loss) income before the provision for income taxes consists of the following:

	Year Ended March 31,
	2014			2015
United Kingdom	$	(4,033	)	$	5,955
Foreign		(12,838	)		(5,518	)
(Loss) income before provision for income taxes	$	(16,871	)	$	437

F-34

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The provision for income taxes in the accompanying consolidated financial statements is comprised of the following:

	At March 31,
	2014		2015
Current tax expense:
Domestic	$	—	$	—
Foreign		19		152
Total current tax expense		19		152
Deferred tax expense:
Domestic		—		—
Foreign		—		—
Total deferred tax expense		—		—
Total provision for income taxes	$	19	$	152

The reconciliation of the United Kingdom statutory tax rate to the Company’s effective tax rate included in the accompanying consolidated statements of operations is as follows:

	Year Ended March 31,
	2014			2015
Tax at statutory rate		20.0	%		21.0	%
U.S. state taxes, net of federal		—			9.9
Foreign rate differential		10.7			(214.6	)
Meals and entertainment		(0.6	)		24.3
Branch income / loss		(0.6	)		(2.7	)
Share-based compensation		(0.1	)		90.8
Foreign exchange		(2.1	)		(215.4	)
Non-deductible interest expense		—			76.2
Non-deductible R&D expenses		(4.4	)		—
Change in valuation allowance		(23.0	)		243.5
Other		—			1.8
Effective tax rate		(0.1	)%		34.8	%

The Company’s parent entity is domiciled in the United Kingdom and its earnings are subject to a statutory tax rate of 20.0% and 21.0% for the years ended March 31, 2014 and 2015, respectively. The Company’s effective tax rate differs from the statutory rate each year primarily due to the valuation allowance maintained against the Company’s net deferred tax assets, the jurisdictional mix of earnings (profits earned in foreign jurisdictions are taxed at different rates than the United Kingdom statutory tax rate) and the impact of permanent differences (primarily related to non-deductible expenses and foreign exchange).

F-35

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Deferred tax assets and liabilities reflect the net tax effects of net operating loss carryovers and the temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets (liabilities) are as follows:

	At March 31,
	2014			2015
Net operating loss carryforwards	$	14,841		$	14,676
Share-based compensation		1,929			2,136
Deferred revenue		1,552			1,203
Fixed assets		523			509
Accrued compensation		303			624
Accrued costs		84			141
Deferred rent		145			159
Other		67			164
Gross deferred tax assets		19,444			19,612
Valuation allowance		(19,444	)		(19,612	)
Deferred tax assets, net	$	—		$	—

In assessing the ability to realize the Company’s net deferred tax assets, management considers various factors including taxable income in carryback years, future reversals of existing taxable temporary differences, tax planning strategies and projections of future taxable income, to determine whether it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Based on the cumulative losses that the Company has incurred in the jurisdictions in which it operates, the Company has determined that the uncertainty regarding the realization of its deferred tax assets is sufficient to warrant the need for a full valuation allowance against its worldwide net deferred tax assets. The net increase in the valuation allowance of approximately $0.2 million from 2014 to 2015 is primarily due to the impact of foreign exchange as well as the operating results of the Company.

As of March 31, 2014 and 2015, the Company had U.K. net operating loss carryforwards of approximately $16.1 million and $9.5 million, respectively. These net operating loss carryforwards do not expire. At March 31 2014 and 2015, the Company had U.S. federal net operating loss carryforwards of approximately $27.0 million and $30.4 million, respectively and U.S. state net operating loss carryforwards of approximately $26.1 million and $27.4 million, respectively. These net operating loss carryforwards expire at various dates through 2035. As of March 31, 2014 and 2015, the Company had South African net operating loss carryforwards of approximately $3.9 million and $3.0 million, respectively. These net operating loss carryforwards do not expire. As of March 31, 2014 and 2015, the Company had Australian net operating loss carryforwards of approximately $1.5 million and $3.2 million, respectively. These net operating loss carryforwards do not expire.

Included in the U.S. net operating losses carryforwards above, the Company has U.S. federal and state net operating losses of approximately $1.1 million and $1.8 million at March 31, 2014 and 2015, respectively, resulting from the exercise of employee share options. These net operating losses have been excluded from the above deferred tax table. In accordance with ASC 740 and ASC 718, recognition of these assets would occur upon the utilization of these deferred tax assets to reduce taxes payable and would result in a credit to additional paid-in capital within shareholders’ equity rather than the provision for income taxes.

F-36

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an ownership change generally occurs if there is a cumulative change in our ownership by 5-percent shareholders that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under U.S. state tax laws. The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in our share capital, some of which may be outside of the control of the Company. As a result, if the Company earns net taxable income, its ability to use its pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations.

The Company has adopted ASC 740-10 which clarifies the accounting for uncertainty in income taxes recognized in the financial statements. The Company had no unrecorded liabilities for uncertain tax positions upon adoption and the adoption did not have an impact on the Company’s balance sheet or retained earnings. As of March 31, 2014 and 2015, the Company had no recorded liabilities for uncertain tax positions.

Interest and penalty charges, if any, related to uncertain tax positions would be classified as income tax expense in the accompanying consolidated statements of operations. As of March 31, 2014 and 2015, the Company had no accrued interest or penalties related to uncertain tax positions.

The Company is subject to taxation in the United Kingdom and several foreign jurisdictions. At March 31, 2015, the Company is no longer subject to examination by taxing authorities in the United Kingdom for years prior to March 31, 2014. The significant foreign jurisdictions in which the Company operates are no longer subject to examination by taxing authorities for years prior to March 31, 2012. In addition, net operating loss carryforwards in certain jurisdictions may be subject to adjustments by taxing authorities in future years in which they are utilized.

The majority of the Company’s foreign subsidiaries have incurred losses since inception and do not have any undistributed earnings as of March 31, 2015. Income taxes have not been provided on the undistributed earnings of certain foreign subsidiaries of approximately $988 because such earnings are considered to be indefinitely reinvested in the business. The amount of tax payable on the earnings that are indefinitely reinvested in foreign operations is immaterial.

14. Subsequent Events

The Company has completed an evaluation of all subsequent events after the audited balance sheet date of March 31, 2015 and after the unaudited balance sheet date of September 30, 2015 through November 6, 2015, the date this Registration Statement on Form F-1 was filed with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of March 31, 2015 and September 30, 2015, and events which occurred subsequently but were not recognized in the financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within these consolidated financial statements and except as described below.

F-37

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Change in Reporting Entity

Mimecast Jersey is a public limited company organized under the laws of the Bailiwick of Jersey on July 28, 2015. On November 4, 2015, Mimecast Jersey changed its corporate structure whereby it became the holding company of Mimecast UK, a private limited company incorporated in 2003 under the laws of England and Wales, and its wholly-owned subsidiaries by way of a share-for-share exchange in which the shareholders of Mimecast UK exchanged their shares in Mimecast UK for an identical number of shares of the same class in Mimecast Jersey. Upon the exchange, the historical consolidated financial statements of Mimecast UK became the historical consolidated financial statements of Mimecast Jersey. Upon completion of the share-for-share exchange and share consolidation, the authorized share capital of the Company was amended to consist of 118,657,039 ordinary shares, $0.012 par value per share, consisting of 8,107,039 Founder Shares, 70,000,000 Class A Shares, 40,000,000 Class B Shares, and 550,000 Class C Shares and 12,576,364 preferred shares, $0.012 par value, consisting of 7,051,814 Series A Preferred Shares and 5,524,550 Series B Preferred Shares. This transaction was accounted for as a change in reporting entity and the accompanying consolidated financial statements and related notes have been retroactively revised to reflect this change.

Share Consolidation

On November 3, 2015, a committee of the Company’s Board of Directors approved a 1-for-6 share consolidation of the Company’s ordinary shares. The share consolidation was approved by our shareholders on November 5, 2015 and became effective on November 5, 2015. Upon the effectiveness of the share consolidation, (i) every six shares of each class of ordinary shares outstanding were decreased to one ordinary share, (ii) the number of ordinary shares into which each outstanding option to purchase ordinary shares is exercisable was proportionally decreased on a 1-for-6 basis, (iii) the exercise price of each outstanding option to purchase ordinary shares was proportionately increased on a 1-for-6 basis, and (iv) every six shares of each class of convertible preferred shares outstanding were decreased to one convertible preferred share for the applicable class. All share and per share data shown in the accompanying consolidated financial statements and related notes have been retroactively revised to reflect the share split.

2015 Share Option and Incentive Plan

The Mimecast Limited 2015 Share Option and Incentive Plan (the 2015 Plan) was adopted by our board of directors on September 2, 2015 and approved by our shareholders on November 4, 2015 and will become effective on the date immediately prior to the date of the Company’s proposed IPO. The 2015 Plan allows the compensation committee to make equity-based incentive awards to our officers, employees, non-employee directors and consultants. We have initially reserved a total of 5,500,000 ordinary shares for the issuance of awards under the 2015 Plan. This number is subject to adjustment in the event of a share split, share dividend or other change in our capitalization. The 2015 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2016, by 5% of the outstanding number of ordinary shares on the immediately preceding December 31 or such lesser number of shares as determined by our board of directors.

F-38

MIMECAST LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Employee Share Purchase Plan

In September 2015, our board of directors adopted the Mimecast Limited 2015 Employee Share Purchase Plan (ESPP), which was approved by our shareholders on November 4, 2015. The ESPP initially reserves and authorizes for issuance a total of 1,100,000 ordinary shares. This number is subject to adjustment in the event of a share split, share dividend or other change in our capitalization. Participating employees of the Company may purchase ordinary shares during pre-specified purchase periods at a price equal to the lesser of 85% of the fair market value of an ordinary share of the Company at the beginning of the purchase period or 85% of the fair market value of an ordinary share of the Company at the end of the purchase period. The Board has not determined the date on which the initial purchase period will commence under the ESPP, although the initial purchase period will not commence prior to the completion of the Company’s IPO.

F-39

7,750,000 Shares

Mimecast Limited

Ordinary Shares

Goldman, Sachs & Co.

Barclays

Jefferies

RBC Capital Markets

Oppenheimer & Co.

Until                     , 2015 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of officers and directors.

Our Articles of Association will include provisions that indemnify, to the fullest extent allowable under Jersey law, the personal liability of directors or officers for monetary damages for actions taken as our director or officer, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. However, exculpation does not apply if the directors acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from their actions as directors. We will also be expressly authorized to advance certain reasonable expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities.

We believe that the limitation of liability and indemnification provisions in our Articles of Association and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Reference is made to Section 9 of the form of Underwriting Agreement filed as Exhibit 1.1 to the registration statement, which sets forth the Registrant’s and the underwriters’ respective agreement to indemnify each other and to provide contribution in circumstances where indemnification is unavailable.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Recent sales of unregistered securities

Listed below are the securities we issued within the last three years that were not registered under the Securities Act.

(a) Option Awards and Ordinary Share Issuances

Since April 1, 2012, we granted options to purchase an aggregate of 4,594,933 ordinary shares to employees, directors and consultants under our equity incentive plans, with exercise prices ranging from $0.55 to $10.98. As of the date of this registration statement, 116,627 of these options have been exercised, while 969,769 of these options have been forfeited and cancelled without being exercised. The exercise price of $0.55 relates to options granted with exercise prices denominated in British pounds translated into U.S. dollars using the exchange rate as of March 31, 2015.

(b) Preferred Share Issuances

In September 2012, we sold 5,524,550 Series B preferred shares to five investors for a per-share purchase price of approximately $7.24 per share and for an aggregate purchase price of approximately $40.0 million.

II-1

No underwriters were involved in the foregoing issuances of securities. These issuances were deemed exempt from registration requirement because they were made outside of the United States pursuant to Regulation S under the Securities Act, were issued pursuant to written compensatory plans or arrangements with our employees and directors in reliance on the exemption provided by Rule 701 promulgated under Section 3(b) of the Securities Act, or issued to accredited investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering.

Item 8. Exhibits and financial statement schedules

(a) The Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedules.

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom on November 6, 2015.

MIMECAST LIMITED
By:	/s/ Peter Bauer
Name:	Peter Bauer
Title:	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/ Peter Bauer Peter Bauer	Chief  Executive Officer and Director (Principal Executive Officer)	November 6, 2015
* Peter Campbell	Chief  Financial Officer and Director (Principal Financial and Accounting Officer)	November 6, 2015
* Neil Murray	Director	November 6, 2015
* Christopher FitzGerald	Director	November 6, 2015
* Norman Fiore	Director	November 6, 2015
* Jeffrey Lieberman	Director	November 6, 2015
* Bernard Dallé	Director	November 6, 2015
* Hagi Schwartz	Director	November 6, 2015

*By:	/s/ Peter Bauer
	Peter Bauer
	Attorney-in-fact

II-3

MIMECAST NORTH AMERICA, INC.

Authorized Representative in the United States

By:	/s/ Peter Campbell
Name:	Peter Campbell
Title:	Chief Financial Officer

II-4

EXHIBIT INDEX

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
3.1	Articles of Association of the Registrant
3.2	Form of Articles of Association of the Registrant to become effective upon closing of this offering
4.1	Specimen certificate evidencing ordinary shares of the Registrant
4.2†	Subscription and Shareholders’ Agreement, dated September 18, 2012, by and among Mimecast Limited and the other parties thereto
4.2.1	Shareholders’ Agreement, dated November 4, 2015, by and among the Registrant and the other parties thereto
4.3†	Registration Rights Agreement, dated September 18, 2012, by and among Mimecast Limited and the other parties thereto
4.3.1	Registration Rights Agreement, dated November 4, 2015, by and among the Registrant and the other parties thereto
5.1*	Opinion of Mourant Ozannes
10.1†	Form of Indemnification Agreement
10.2†	Underlease, dated August 7, 2013, by and between Mimecast Services Limited and Sands Service Company (No. 2)
10.3†	Lease, dated November 12, 2012, by and between Mimecast North America, Inc. and Farley White Aetna Mills, LLC
10.4†	Agreement of Lease, dated June 24, 2013, by and between Mimecast South Africa (Pty) Ltd and City Square Trading 522 (Pty) Ltd
10.5†	Third Amended and Restated Loan Agreement, dated May 22, 2015, by and among Mimecast Services Limited, Mimecast North America, Inc. and Silicon Valley Bank, as amended
10.6†	Mimecast Limited 2007 Key Employee Share Option Plan and Form of Share Option Agreement
10.7†	Mimecast Limited 2010 EMI Share Option Scheme
10.8†	Mimecast Limited Approved Share Option Plan and Form of Share Option Certificate
10.9	Mimecast Limited 2015 Share Option and Incentive Plan
10.10	Mimecast Limited 2015 Employee Share Purchase Plan
21.1	Subsidiaries of the Registrant
23.1*	Consent of Mourant Ozannes (included in exhibit 5.1)
23.2	Consent of Ernst & Young LLP, independent registered public accounting firm
24.1†	Power of attorney (included on signature page)

* To be filed by amendment.

† Previously filed.

II-5

EX-3.1

Exhibit 3.1

Company no. 119119

COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

MIMECAST LIMITED

Conformed copy of the memorandum of association last amended by special resolution

passed on 5 November 2015 and the articles of association last amended by special

resolution passed on 5 November 2015.

1

Company no. 119119

COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

MIMECAST LIMITED

1. The name of the Company is Mimecast Limited.

2. The Company is a private company.

3. The Company is a par value company.

4. The share capital of the Company is $1,581,400.84 divided into:

• 8,107,039 shares designated as Founder Shares of $0.012 each;

• 7,051,814 shares designated as Series A Preferred Shares of $0.012 each;

• 5,524,550 shares designated as Series B Preferred Shares of $0.012 each;

• 70,000,000 shares designated as Class A Ordinary Shares of $0.012 each;

2

• 40,000,000 shares designated as Class B Ordinary Shares of $0.012 each;

• 550,000 shares designated as Class C Ordinary Shares of $0.012 each; and

• 550,000 shares designated as Deferred Shares of $0.012 each.

5. The liability of a member of the Company is limited to the amount unpaid (if any) on such member’s share or shares.

3

Company no. 119119

COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

MIMECAST LIMITED

4

CONTENTS

1.	Preliminary	7
2.	Interpretation	7
3.	Share capital	19
4.	Share Certificates	20
5.	Register of Members	20
6.	Joint Holders	20
7.	Lien	21
8.	Calls on Shares	22
9.	Forfeiture and Surrender of Shares	23
10.	Number of directors	24
11.	Proceedings of directors	24
12.	Directors’ Resolutions in Writing	27
13.	Minute Book	27
14.	Appointment and removal of directors	27
15.	Directors, observers and Chairman	28
16.	Transactions or other arrangements with directors	30
17.	Secretary	32
18.	Dividends	32
19.	Liquidation preference	35
20.	Exit provisions	36
21.	shares	38
22.	Variation of class rights	39
23.	Conversion of Shares	42
24.	Anti-dilution	45
25.	Pre-emption rights on the issue of further shares	48
26.	Transfer and transmission of shares: general	52
27.	Permitted transfers of shares	55

5

28.	Pre-emption rights on the transfer of shares	56
29.	Valuation	62
30.	Compulsory transfers	64
31.	Mandatory offer on change of control	64
32.	Drag along	65
33.	Co-sale	68
34.	Members’ Resolutions in Writing	69
35.	General meetings	70
36.	Notice of general meetings	70
37.	proceedings at general meetings	71
38.	Voting	72
39.	Proxies for General Meetings and Corporate Members	74
40.	Notices	75
41.	Indemnity and insurance	76
42.	Data protection	77
43.	Process for terminating Active Founder status	77
44.	Share Premium Account and Reserve Fund	81
45.	Execution of Instruments, Seals and Authentication of Documents	81
46.	Capitalisation	82
47.	Accounts and Audit	83
48.	Winding Up	83

6

1. PRELIMINARY

This document comprises the articles of association of the Company. The regulations constituting the Standard Table in the Companies (Standard Table) (Jersey) Order 1992 shall not apply to the Company.

2. INTERPRETATION

2.1 In these Articles, unless expressly provided otherwise, the following words have the following meanings:

“A Ordinary Shares” means the A ordinary shares of $0.012 each in the capital of the Company;

“Accepting Member” has the meaning given to it in Article 31.4.2;

“acting in concert” has the meaning given to it in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers (as amended);

“Active Founder” means: (a) Peter Bauer; and (b) Neil Murray, PROVIDED THAT, in each case, if he ceases to be a party to a Relevant Contract, the Board, pursuant to and in accordance with Article 43, may at any time thereafter resolve that such Founder is no longer active in the business of any Group Company, whereupon such Founder shall immediately cease to be an Active Founder (in accordance with and subject to the provisions of Article 43);

“Adoption Date” means the date of adoption of these articles;

“Allocation Notice” has the meaning given to it in Article 28.16;

“Anti-Dilution A Shares” has the meaning given to it in Article 24.1;

“Anti-Dilution B Shares” has the meaning given to it in Article 24.3;

“Anti-Dilution Shares” means the Anti-Dilution A Shares and/or the Anti-Dilution B Shares (as the case may be);

“Applicant” has the meaning given to it in Article 28.16;

“Articles” means the Company’s articles of association for the time being in force;

“auditors” means the auditors (if any) of the Company;

“Available Profits” means profits of the Company available for distribution as the directors may declare;

“B Ordinary Shares” means the B ordinary shares of $0.012 each in the capital of the Company;

“bankrupt” has the meaning given to that expression in the Interpretation (Jersey) Law, 1954;

7

“Board” means the board of directors of the Company;

“Business Day” means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business;

“Buyer” has the meaning given to it in Article 31.1;

“C Ordinary Shares” means the C ordinary shares of $0.012 each in the capital of the Company;

“Called Members” has the meaning given to it in Article 32.1;

“Called Shares” has the meaning given to it in Article 32.2.1;

“Chairman” has the meaning given to it in Article 15.9;

“Cash Offer” means the cash offer (including the acceptance and authority) to be made by the Insight to certain Members in accordance with the terms of the Investment Agreement;

“clear days” in relation to the period of a notice, shall mean that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

“Company” means Mimecast Limited (Company number 119119);

“Conflict” has the meaning given to it in Article 16.2;

“connected” has the meaning given to it in section 252 of the Companies Act 2006;

“Controlling Interest” means an interest in Shares conferring on the holder or holders control of the Company within the meaning of section 1124 of the CTA;

“Co-Sale Buyer” has the meaning given to it in Article 33.2;

“Co-Sale Notice” has the meaning given to it in Article 33.2;

“CTA” means the Corporation Tax Act 2010;

“Dawn Capital” means Dawn Enterprise Capital Fund LP, Dawn Mimecast Holdings Limited, Dawn Mimecast Holdings (II) Limited, Dawn Mimecast (III) Holdings Limited and Dawn Mimecast (IV) Holdings Limited or any one or more of them, as the context requires;

“Dawn Capital Consent” means the prior consent in writing of any of the Dawn Capital entities;

“Dawn Capital Director” has the meaning given to it in Article 15.2;

8

“Deemed Transfer Notice” means a Transfer Notice which is deemed to have been served by any of the provisions of article 26.3, 26.8, 27.4, 27.5, 30.1 or 30.2 of these Articles;

“Deferred Shares” means deferred shares of $0.012 each in the capital of the Company;

“Directors” means the directors of the Company from time to time;

“Disposal” means the disposal by the Company of all, or substantially all of its business and assets or the grant of an exclusive license over all or substantially all of the Intellectual Property of the Group;

“distribution” has the meaning given to that expression in Article 114 of the Law;

“Distribution Shares” means the Series A Preferred Shares and the Ordinary Shares (other than the C Ordinary Shares);

“Dividend Shares” means the Preferred Shares and the Ordinary Shares (other than the C Ordinary Shares);

“Drag Along Notice” has the meaning given to it in Article 32.2;

“Drag Along Option” has the meaning given to it in Article 32.1;

“Eligible Director” means a Director who would be entitled to vote on the matter at a meeting of Directors (but excluding any Director whose vote is not to be counted in respect of the particular matter);

“Employee Trust” means a trust, the terms of which are approved by the Board, whose beneficiaries are the bona fide employees of the Group;

“Equity Shares” means the Preferred Shares and the Ordinary Shares;

“Exercising A Investor” has the meaning given to it in Article 24.1;

“Exercising B Investor” has the meaning given to it in Article 24.3;

“Exercising Investor” means the Exercising A Investor and/or the Exercising B Investor (as the case may be);

“Excess Securities” has the meaning given to it in Articles 25.3.3 and 25.7.3;

“Exit” means a Share Sale, a Disposal or a Listing;

“Exit Shares” means the Preferred Shares, the Founder Shares and the A Ordinary Shares;

“Fair Value” has the meaning given to it in Article 29.2;

9

“Family Trust” means as regards any particular individual Member (or deceased or former individual Member) trusts (whether arising under a settlement, declaration of trust or other instrument by whomsoever or wheresoever made, or under a testamentary disposition or on an intestacy) under which no immediate beneficial interest in any of the Shares in question is for the time being vested in any person other than the particular Member and/or any of the Privileged Relations of that Member (and so that for this purpose a person shall be considered to be beneficially interested in a Share if such Share or the income thereof is liable to be transferred or paid or applied or appointed to or for the benefit of any such person or any voting or other rights attaching thereto are exercisable by or as directed by any such person pursuant to the terms of the relevant trusts or in consequence of an exercise of a power or discretion conferred thereby on any person or persons);

“First Offerees” means the persons to whom the offer is to be made first in accordance with Articles 28.8, 28.9 or 28.10;

“First Offer Period” has the meaning given to it in Article 28.11;

“Founders” means Peter Bauer, Neil Murray and the Butterworth Trust, and “Founder” shall be construed accordingly;

“Founder Consent” means the consent of each Active Founder, which may be given orally (if properly recorded in the minutes at a board meeting) or in writing;

“Founder Director” has the meaning given to it in Article 15.4;

“Founder Shares” means the founder ordinary shares of $0.012 each in the capital of the Company;

“fully paid” and “paid up” in relation to a share, means that the issue price agreed to be paid for that share has been fully paid or credited as fully paid and partly paid means a share that is not fully paid;

“Fund Manager” means a person whose principal business is to make, manage or advise upon investments in securities;

“Group” means the Company and its subsidiaries (if any) from time to time and Group Company shall be construed accordingly;

“holding company” has the meaning given to it in section 1159 of the Act;

“Independent Expert” means the auditors for the time being of the Company or, if they decline the instruction, an independent firm of accountants appointed by the Company and the Seller (or, (x) for the purposes of the definition of Series A Previously Paid Amount, a Series A Majority, (y) for the purposes of the definition of Series B Previously Paid Amount, a Series B Majority and (z) for the purposes of Article 24.7, an Investor Majority with Founder Consent) or, in the absence of agreement between the Company and the Seller (or Investor Majority with Founder Consent, Series A Majority or Series B Majority, as the case may be) on the identity of the expert or its terms of appointment within 10 Business Days of the expiry of the 10 Business Day period referred to in Article 29.1 or within 10 Business Days after a written request to agree to the value of any Series A Previously Paid Amount or Series B Previously Paid Amount (as the case may be), an independent firm of accountants appointed, and whose terms of appointment are agreed, by the President, for the time being, of the Institute of Chartered Accountants of England and Wales (in each case acting as an expert and not as an arbitrator);

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“Index” means Index Ventures V (Jersey), L.P., Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP, or any one or more of them, as the context requires;

“Index Director” has the meaning given to it in Article 15.1;

“Initial Surplus Shares” has the meaning given to it in Article 28.12.3;

“Insight” means Insight Venture Partners VII, L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners VII (Co-Investors), L.P., Insight Venture Partners (Delaware) VII, L.P. and Insight Venture Partners Coinvestment Fund II, L.P., or any one or more of them, as the context requires, and their Permitted Transferees;

“Insight Director” has the meaning given to it in Article 15.3;

“Intellectual Property” means copyrights, trade and service marks, including the Trade Marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration in respect of any of the same;

“Investment Agreement” means the investment agreement dated on or around the Adoption Date between, amongst others, the Investors, the Founders and the Company (in each case, as defined therein), as the same may have been varied, supplemented, adhered to or superseded in accordance with its terms for the time being;

“Investment Fund” has the meaning given in the definition below of “Member of the Same Fund Group”;

“Investor” means a holder for the time being of one or more Preferred Shares;

“Investor Consent” means the prior consent in writing of an Investor Majority;

“Investor Majority” means the holder(s) for the time being of a majority by nominal value of the Preferred Shares in issue from time to time (voting together as if the Preferred Shares constituted one and the same class);

“Issue or Re-organisation” has the meaning given to it in Article 24.11;

“Issue Price” means in respect of any Share, the subscription price paid (or credited as paid) in respect of that Share, including any share premium;

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“Jersey” means the Island of Jersey and its dependencies;

“Law” means the Companies (Jersey) Law 1991;

“Lead Index Investor” means Index Ventures V (Jersey), L.P.;

“Listing” means the successful application and admission of all or any of the Shares, or securities representing such Shares (including American depositary receipts, American depositary shares and/or other instruments) to the Official List of the UK Listing Authority, the AIM Market operated by the London Stock Exchange plc, the NASDAQ Global Market, NASDAQ Global Select Market or the Nasdaq Capital Market of the NASDAQ OMX Group Inc., the NYSE and The NYSE MKT of the New York Stock Exchange and, in each case their successors and any future public markets established by the London Stock Exchange plc, NYSE and NASDAQ OMX Group Inc. or to any recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000);

“Member” means a person whose name is entered in the Register as the holder of Shares;

“Member of the Same Fund Group” means, if the Member is a fund, partnership, company, syndicate or other entity whose business is managed by a Fund Manager (an “Investment Fund”) or a nominee of that person:

(a) where the Member is an Insight or company or a nominee of an Insight fund or company, any other Insight fund;

(b) where the Member is an Index fund or company or a nominee of an Index fund or company, any other Index fund (including, without limitation, Index Ventures V Parallel Entrepreneur Fund (Jersey) L.P.);

(c) where the Member is a Dawn Capital fund or company or a nominee of a Dawn Capital fund or company, any other Dawn Capital fund or company;

(d) any participant or partner in or member of any such Investment Fund or the holders of any unit trust which is a participant or partner in or member of any Investment Fund (but only in connection with the dissolution of the Investment Fund or any distribution of assets of the Investment Fund pursuant to the operation of the Investment Fund in the ordinary course of business);

(e) any Investment Fund managed by that Fund Manager or a Fund Manager which is a Member of the Same Group as that Fund Manager;

(f) any trustee, nominee or custodian of such Investment Fund and vice versa;

(g) the Fund Manager of that Investment Fund or a Fund Manager of any other Investment Fund which is a Member of the Same Fund Group as that Investment Fund (or a nominee of any such Fund Manager) and vice versa; or

(h) any Member of the Same Group as that Fund Manager;

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“Member of the Same Group” means as regards any company, a company which is from time to time a direct or indirect holding company or a direct or indirect subsidiary of that company or a subsidiary of any such holding company;

“Mimecast UK” means Mimecast Limited, a company incorporated in England and Wales with company number 04698693;

“Mimecast UK Equity Shares” means the A ordinary preferred shares, B ordinary preferred shares, A ordinary shares and B ordinary shares each of £0.000001 each in the capital of Mimecast UK;

“Minimum Transfer Condition” has the meaning given in Article 28.2.4;

“New Member” has the meaning given to it in Article 32.10;

“month” means a calendar month;

“nominal capital account” has the meaning given to that expression in Article 1 of the Law;

“notice” means a written notice unless otherwise specifically stated;

“Offer” has the meaning given to it in Article 31.2;

“Offer Notice” has the meaning given to it in Article 31.3;

“Offer Period” has the meaning given to it in Article 31.3;

“Offer Price” has the meaning given to it in Article 31.2;

“Office” means the registered office of the Company;

“Ordinary Shares” means the Founder Shares, the A Ordinary Shares, the B Ordinary Shares and the C Ordinary Shares;

“Original Member” has the meaning given to it in Article 27.1;

“Permitted Transfer” means a transfer of Shares made in accordance with Article 27;

“Permitted Transferee” means in relation to:

(a) any Member, any Employee Trust;

(b) any Member which is an Employee Trust, any employee or former employee of any Group Company;

(c) a Member who is an individual, any of his Privileged Relations or the trustee(s) of a Family Trust of that Member;

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(d) a Member which is a company, a Member of the Same Group as that company; and

(e) an Investor, (i) a Member of the Same Fund Group as that Investor, (ii) a Member of the Same Group as that Investor, or (iii) any nominee of that Investor (or of a Member of the Same Fund Group as that Investor or a Member of the Same Group as that Investor);

“Preferred Shares” means the Series A Preferred Shares and the Series B Preferred Shares;

“Pre-New Money Valuation” means the result of multiplying the total number of A Ordinary Shares in issue immediately after the Listing (but excluding any new A Ordinary Shares issued upon the Listing) by the subscription price per share (including any premium) in respect of new A Ordinary Shares issued at the time of the Listing;

“present in person” in relation to general meetings of the Company and to meetings of the holders of any class of shares, shall include present by attorney or by proxy or, in the case of a corporate shareholder, by representative;

“Privileged Relation” means in relation to a Member who is an individual Member (or a deceased or former individual Member) means a spouse, civil partner (as defined in the Civil Partnerships Act 2004), child or grandchild (including step or adopted or illegitimate child and their issue);

“Proposed Buyer” has the meaning given to it in Article 32.1;

“Proposed Exit” has the meaning given to it in Article 20.3;

“Proposed Sale Price” has the meaning given to it in Article 28.2.3;

“Proposed Transfer” has the meaning given to it in Article 31.1;

“Qualifying A Issue” has the meaning given to it in Article 24.1;

“Qualifying B Issue” has the meaning given to it in Article 24.3;

“Qualifying Issue” means the Qualifying A Issue and/or the Qualifying B Issue (as the case may be);

“Qualifying Listing” means a firmly underwritten Listing in which the aggregate issue price of shares issued or subscribed at the time of the Listing is US$50,000,000 or more and the issue price per Share is US$21.72 or more (such price per Share being adjusted to take account of any subdivision, consolidation or other re-organisation of the equity share capital of the Company after the date of adoption of these Articles) or any Listing designated by notice in writing (addressed to the Company) as a Qualifying Listing by an Investor Majority and a Series B Majority;

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“Realisation Price” means the value of each A Ordinary Share in issue immediately prior to a Listing, determined by reference to the price per share at which A Ordinary Shares are to be offered for sale, placed or otherwise marketed pursuant to such Listing;

“Recipient” has the meaning given to it in Article 42.1;

“Recipient Group Company” has the meaning given to it in Article 42.2.1;

“Register” means the register of Members to be kept pursuant to Article 5;

“Registration Rights Agreement” means the registration rights agreement dated on or around the Adoption Date between, amongst others, the Investors, the Founders and the Company, as the same may have been varied, supplemented, adhered to or superseded in accordance with its terms for the time being;

“Relevant Contract” means an employment contract or consulting agreement between a Founder and any Group Company, the terms of which require such Founder to work for such Group Company for at least an aggregate of four days per calendar month;

“Relevant Loss” has the meaning given to it in Article 41.4;

“Relevant Officer” has the meaning given to it in Article 41.4;

“Relevant Securities” means any Shares or other securities convertible into, or carrying the right to subscribe for Shares, issued by the Company after the Adoption Date or the grant by the Company from the Adoption Date of any right to subscribe or acquire any such Shares or other securities, in each case, other than:

(a) the grant of any options under a Share Option Plan (and the issue of Shares on the exercise of any such options);

(b) any Shares or other securities issued by the Company in order for the Company to comply with its obligations under these Articles and/or the Investment Agreement;

(c) any C Ordinary Shares issued by the Company which has been approved by the Board and by Investor Consent, by the Dawn Capital Director and by the Insight Director;

(d) any Shares or other securities issued by the Company in consideration of the acquisition of any company or business which has been approved by the Board and by Investor Consent, by the Dawn Capital Director and by the Insight Director;

(e) any Shares or other securities issued by the Company to customers, suppliers or original equipment manufacturers (or other strategic partners) (excluding to any Member) in connection with the supply of goods or services to or from them which has been approved by the Board and by Investor Consent;

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(f) the issue of up to 50,000 B Ordinary Shares which may be payable in consideration for the lapse of an agreement between the Company and Barry Gill; and

(g) the issue of up to 16,667 B Ordinary Shares which may be payable in consideration for the lapse of an agreement between the Company and Dharshan Singh;

“Restricted Shares” has the meaning given to it in Article 30.4;

“Sale Date” has the meaning given to it in Article 31.3;

“Sale Proceeds” has the meaning given to it in Article 20.1;

“Sale Shares” has the meaning given to it in Article 28.2.1;

“Second Offerees” means the persons to whom the offer is to be made second in accordance with Articles 28.8, 28.9 or 28.10;

“Second Offer Period” has the meaning given to it in Article 28.13;

“Secretary” means any person duly appointed to perform any of the duties of secretary of the Company (including a temporary or assistant secretary), and in the event of two or more persons being appointed as joint secretaries any one or more of the persons so appointed;

“Seller” has the meaning given to it in Article 28.2;

“Sellers’ Shares” has the meaning given to it in Article 32.1;

“Selling Founder” has the meaning given to it in Article 33.1;

“Selling Members” has the meaning given to it in Article 32.1;

“Series A Majority” means the consent of the holders of a majority of the Series A Preferred Shares then in issue;

“Series A Preference Amount” has the meaning given to it in Article 19.1.2;

“Series A Previously Paid Amount” means in respect of a Series A Preferred Share an amount equal to the total of all capital and income paid in respect of a Series A Preferred Share pursuant to and in accordance with Article 20.2 (whether by way of dividend, redemption, cancellation, special distribution or otherwise) and, where the whole or any part of the amount paid pursuant to and in accordance with Article 20.2 is in a form other than cash, the value of the Series A Previously Paid Amount which is not paid in cash shall be the amount agreed in writing between the Board and a Series A Majority (in the absence of agreement within 10 Business Days after a written request from the Board or a Series A Majority, the amount certified by the Independent Expert (acting as experts and not as arbitrators) as being, in their opinion, the current cash value of the non-cash part of any such amount;

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“Series B Majority” means the consent of the holders of a majority of the Series B Preferred Shares then in issue;

“Series B Preference Amount” has the meaning given to it in Article 19.1.1;

“Series A Preferred Shares” means the convertible series A preferred shares of $0.012 each in the capital of the Company;

“Series B Preferred Shares” means the convertible series B preferred shares of $0.012 each in the capital of the Company;

“Series B Previously Paid Amount” means in respect of a Series B Preferred Share an amount equal to the total of all capital and income paid in respect of a Series B Preferred Share pursuant to and in accordance these Articles (whether by way of dividend, redemption, cancellation, special distribution or otherwise) and, where the whole or any part of the amount paid pursuant to and in accordance with these Articles is in a form other than cash, the value of the Series B Previously Paid Amount which is not paid in cash shall be the amount agreed in writing between the Board and a Series B Majority, or, in the absence of agreement within 10 Business Days after a written request from the Board or a Series B Majority, the amount certified by the Independent Expert (acting as experts and not as arbitrators) as being, in their opinion, the current cash value of the non-cash part of any such amount;

“Member” means a holder for the time being of Shares;

“Share Option Plan” means any share option plan for the benefit of directors, employees and/or consultants of any Group Company in effect on the Adoption Date and any new share option plan for the benefit of directors, employees and/or consultants of any Group Company adopted by the remuneration committee of the Board pursuant to the Investment Agreement or otherwise which the Board and an Investor Majority with Founder Consent identifies in writing as being a Share Option Plan for the purposes of these Articles;

“Shares” means shares (of any class) in the capital of the Company;

“Share Sale” means the sale of (or the grant of a right to acquire or to dispose of) any Shares (in one transaction or as a series of transactions) which would, if completed, result in the buyer of those Shares (or grantee of that right) and persons acting in concert with him together acquiring a Controlling Interest, except where the Members and the proportion of Shares held by each of them following completion of the sale are the same as the Members and their shareholdings in the Company immediately prior to the sale;

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“Special Resolution” means a resolution of the Company passed as a special resolution in accordance with the Law save that the majority required to pass the resolution shall be three quarters of the votes cast by those Members who (being entitled to do so) vote in person or by proxy at the relevant meeting;

“Trade Marks” the trade and service marks and applications, together with associated logos, owned by any Group Company;

“Transfer Notice” has the meaning given to it in Article 28.2;

“Transfer Price” has the meaning given to it in Article 29.1;

“Written Instruments” means any document or instrument in writing and includes contracts, agreements, deeds, mortgages, hypothecs, charges, conveyances, transfers, assignments, releases, receipts, discharges, all paper writings, all cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange.

2.2 In these Articles, unless inconsistent with the subject or context:

2.2.1 a reference to an “Article” is a reference to the relevant numbered article of these Articles unless expressly provided otherwise

2.2.2 the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

2.2.3 the word “signed” shall be construed as including a signature or representation of a signature affixed by mechanical or other means;

2.2.4 the words “in writing” shall be construed as including written, printed, telexed, electronically transmitted or any other mode of representing or reproducing words in a visible form;

2.2.5 the expression “officer” shall include, in relation to a body corporate, a director, alternate director, manager, executive officer and company secretary (including, in the case of the Company, the Directors, any alternate Directors, the Secretary and any executive officers of the Company who are not Directors) but shall not include auditors (being, in the case of the Company, the Auditors);

2.2.6 words importing “persons” shall be construed as including companies or associations or bodies of persons whether incorporated or unincorporated; words importing the singular number shall be construed as including the plural number and vice versa; words importing one gender only shall be construed as including any other gender;

2.2.7 a reference to the Company being a “private company” or a “public company” is a reference to such status as determined for the time being in accordance with the Law;

2.2.8 the word “includes” shall mean “includes without limitation”;

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2.2.9 the words “pay” and “paid” shall be construed as including every form of settlement, including a transfer or vesting of moveable or immoveable property;

2.2.10 references to A Ordinary Shares being in issue immediately after a Listing or A Ordinary Shares being offered as part of a Listing or words with a similar effect shall be deemed to be references to any class of shares into which the A Ordinary Shares are redesignated as part of the Listing;

2.2.11 any word or expression defined in the Law on the adoption of these Articles shall, if not inconsistent with the subject or context and unless otherwise expressly defined in these Articles, bear the same meaning in these Articles except that company shall mean any body corporate;

2.2.12 references to $, dollars or cents are to the lawful currency of the United States of America;

2.2.13 where any expression is defined or the interpretation of it is set out herein, other parts of speech of such expression shall have a corresponding meaning; and

2.2.14 references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed.

2.3 Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

2.4 In these Articles, words denoting the singular include the plural and vice versa and reference to one gender includes the other gender and neuter and vice versa.

2.5 Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:

2.5.1 any subordinate legislation from time to time made under it; and

2.5.2 any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

3. SHARE CAPITAL

The share capital of the Company is as specified in the Memorandum of Association as at the date of adoption of these Articles and the shares of the Company shall have the rights and be subject to the conditions contained in these Articles.

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4. SHARE CERTIFICATES

4.1 Every Member shall be entitled:

4.1.1 without payment, to one certificate for all his shares of each class and, when part only of the shares comprised in a certificate is sold or transferred, to a new certificate for the remainder of the shares so comprised; or

4.1.2 upon payment of such sum for each certificate as the Directors shall from time to time determine, to several certificates each for one or more of his shares of any class.

4.2 Every certificate shall be issued within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide), shall be issued either under seal or signed by two Directors or by one Director and the Secretary, and shall specify the shares to which it relates, whether or not the shares are fully paid up and, if so required by the Law, the distinguishing numbers of such shares.

4.3 In respect of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

4.4 If a share certificate is defaced, damaged, lost or destroyed, it may be renewed on payment of such fee and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in relation thereto as the Directors think fit.

5. REGISTER OF MEMBERS

The Directors shall keep or cause to be kept at the Office or at such other place in Jersey where it is made up, as the Directors may from time to time determine, a Register in the manner required by the Law. In each year the Directors shall prepare or cause to be prepared and filed an annual return containing the particulars required by the Law.

6. JOINT HOLDERS

6.1 Where two or more persons are registered as the holders of any share they shall be deemed to hold the same as joint tenants with the benefit of survivorship, subject to the following provisions:

6.1.1 the Company shall not be bound to register more than four persons as the joint holders of any share;

6.1.2 the joint holders of any share shall be liable, severally as well as jointly, in respect of all payments to be made in respect of such share;

6.1.3 any one of such joint holders may give a good receipt for any distribution, bonus issue, return of capital or other monies payable to such joint holders in respect of that share;

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6.1.4 only the senior of the joint holders of a share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to the senior joint holder shall be deemed notice to all the joint holders; and

6.1.5 for the purpose of the provisions of this Article, seniority shall be determined by the order in which the names of the joint holders appear in the Register.

7. LIEN

7.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies, whether presently payable or not, called or payable at a fixed time in respect of such shares; and the Company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of a single Member for all the debts and liabilities of such Member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Member and whether the period for the payment or discharge of the same shall have actually commenced or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person whether a Member or not. The Company’s lien (if any) on a share shall extend to all distributions, bonus issues, returns of capital or other monies payable thereon or in respect thereof. The Directors may resolve that any share shall, for such period as they think fit, be exempt from the provisions of this Article.

7.2 The Company may sell any shares on which the Company has a lien in such manner as the Directors think fit, but no sale shall be made unless some monies in respect of which the lien exists are presently payable, and fourteen days have expired after a notice, stating and demanding payment of the monies presently payable and giving notice of intention to sell in default, shall have been served on the holder for the time being of the shares or the person entitled by reason of his death or bankruptcy to the shares.

7.3 The net proceeds of such sale, after payment of the costs of such sale, shall be applied in or towards payment or satisfaction of the debt or liability in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Directors may authorise a person to execute an instrument of transfer of the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

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8. CALLS ON SHARES

8.1 The Directors may, subject to the provisions of these Articles and to any conditions of allotment, from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium), provided that (except as otherwise fixed by the conditions of application or allotment) no call on any share shall be payable within fourteen days of the date appointed for payment of the last preceding call, and each Member shall (subject to being given at least fourteen clear days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares.

8.2 A call may be made payable by instalments. A call may be postponed or wholly or in part revoked as the Directors may determine. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

8.3 If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due may be required to pay interest on the sum from the day appointed for payment thereof to the time of actual payment at a rate determined by the Directors not exceeding the rate of ten per cent per annum.

8.4 Any sum which by or pursuant to the terms of issue of a share becomes payable upon allotment or at any fixed date (whether on account of the nominal amount of the share or by way of premium) shall, for all the purposes of these Articles, be deemed to be a call duly made and payable on the date on which, by or pursuant to the terms of issue, the same becomes payable, and in case of non-payment, all the relevant provisions of these Articles as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

8.5 The Directors may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and in the times of payment.

8.6 The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the money uncalled and unpaid upon the shares held by him beyond the sums actually called up thereon as a payment in advance of calls. Any such payment in advance of calls shall extinguish, so far as the same shall extend, the liability upon the shares in respect of which it is advanced. The Company may pay interest upon the money so received, or upon so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which it has been received, at such rate as the Directors shall think fit provided that any amount paid up in advance of calls shall not entitle the holder of the shares upon which such amount is paid to participate in respect thereof in any distribution or bonus issue until the same would but for such advance become presently payable.

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9. FORFEITURE AND SURRENDER OF SHARES

9.1 If a Member fails to pay any call or instalment of a call on or before the day appointed for payment thereof, the Directors may at any time thereafter, during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and any expenses which may have been incurred by the Company by reason of such non-payment or accept their surrender instead of causing them to be so forfeited.

9.2 The notice shall name a further day (not earlier than fourteen days from the date of service thereof) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time and at the place appointed, the shares on which the call was made will be liable to be forfeited.

9.3 If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof have been made, be forfeited by a resolution of the Directors to that effect, and such forfeiture shall include all distributions, bonus issues, returns of capital or other monies which shall have been resolved to be paid or made on the forfeited shares and not actually paid or made before the forfeiture.

9.4 When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or the person entitled to the share by transmission, as the case may be, and an entry of such notice having been given, and of the forfeiture with the date thereof, shall forthwith be made in the Register opposite to the entry of the share; but no forfeiture shall be invalidated in any manner by any omission or neglect to give such notice or to make such entry as aforesaid.

9.5 A forfeited or surrendered share may be sold, re-allotted or otherwise disposed of, either to the person who was before forfeiture or surrender the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors think fit, and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any other person as aforesaid.

9.6 A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the forfeited or surrendered shares but shall, notwithstanding the forfeiture or surrender, remain liable to pay to the Company all monies which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares, with interest thereon at a rate determined by the Directors not exceeding ten per cent per annum from the date of forfeiture or surrender as the case may be until payment and the Directors may enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender.

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9.7 An affidavit by a Director or the Secretary that a share has been duly forfeited or surrendered on the date stated therein shall be conclusive evidence of the facts so stated as against all persons claiming to be entitled to the share and such affidavit and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof, together with the certificate for the share delivered to a purchaser or allottee thereof, shall (subject to the execution of a transfer if the same be so required) constitute good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in respect of the forfeiture, surrender, sale, re-allotment or disposal of the share.

9.8 The provisions of these Articles as to forfeiture and surrender shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes payable at a fixed time (whether on account of the nominal amount of the share or by way of premium) as if the same had been payable by virtue of a call duly made and notified.

10. NUMBER OF DIRECTORS

The number of Directors shall not exceed eight but shall not be less than two.

11. PROCEEDINGS OF DIRECTORS

11.1 The business of the Company shall be managed by the Directors who may exercise all such powers of the Company as are not by the Law or these Articles required to be exercised by the Company in general meeting, and the power and authority to represent the Company in all transactions relating to moveable and immoveable property and all other legal or judicial transactions, acts and matters and before all courts of law shall be vested in the Directors.

11.2 The Directors’ powers shall be subject to these Articles, the Law and to such regulations, being not inconsistent with these Articles or the Law, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.

11.3 The Directors may, acting with Investor Consent and Founder Consent, by power of attorney, mandate or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

11.4 Any decision of the Directors must be taken at a meeting of Directors in accordance with these Articles or must be a decision taken in accordance with Article 11.5 (subject to Articles 11.6 and 11.7). All decisions made at any meeting of the Directors (or any committee of the Directors) shall be made only by resolution and resolutions at any meeting of the Directors (or committee of the Directors) shall be decided by a majority of votes (subject to any specific consent rights of any Director set forth herein).

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11.5 A unanimous decision of the Directors is taken when all Eligible Directors indicate to each other by any means that they share a common view on a matter.

11.6 A decision taken in accordance with Article 11.5 may take the form of a resolution in writing, where each Eligible Director has signed one or more copies of it, or to which each Eligible Director has otherwise indicated agreement in writing.

11.7 A decision may not be taken in accordance with Article 11.5 if the Eligible Directors would not have formed a quorum at a Directors’ meeting to vote on the matter in accordance with Articles 11.12 and 11.13.

11.8 The Directors may delegate any of their powers (and, if the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated) acting with Investor Consent and Founder Consent to committees consisting of such Directors or Director or such other persons as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any procedures or regulations that may be imposed on it by the Directors and which prevail over rules derived from these articles of association if they are not consistent with them (acting with Investor Consent and Founder Consent). The meetings and proceedings of any such committee consisting of two or more persons shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under this Article. The directors may revoke any delegation in whole or in part or alter its terms and conditions, in each case acting with Investor Consent and Founder Consent.

11.9 If a Director is by any means in communication with one or more other Directors so that each Director participating in the communication can hear what is said by any other of them, each Director so participating in the communication is deemed to be present at a meeting with the other Directors so participating, notwithstanding that all the Directors so participating are not present together in the same place. The place of any such meeting shall be recorded as the place at which the chairman is present, unless the Directors otherwise determine.

11.10 All acts done bona fide by any meeting of Directors or of a committee appointed by the Directors or by any person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or committee or person acting as aforesaid, or that they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or a member of a committee appointed by the Directors and had been entitled to vote.

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11.11 Meetings of the Directors shall take place at least six (6) times in each year, at least four (4) of which will be held in person (meaning at least a quorum of Directors are physically present in the same location), with a period of not more than ten (10) weeks between any two meetings. Any Director may call a meeting of the Directors, or authorise the company secretary (if any) to give such notice. At least five Business Days’ advance notice in writing of each such meeting shall be given to each Director (except with the prior consent in writing of the Insight Director, the Index Director, the Dawn Capital Director and Founder Consent, when meetings of the Directors may take place less frequently or on shorter notice).

11.12 Subject to Article 43, the quorum for any meeting (or, where specified below, part of a meeting) of the Directors shall be five Eligible Directors, which must include the Insight Director, the Index Director, the Dawn Capital Director and the Founder Directors (but, in each case, only if the appointing Founder continues to be an Active Founder) in office for the time being, unless:

11.12.1 there is no such director in office for the time being; or

11.12.2 such director has, in respect of any particular meeting (or part of a meeting), otherwise agreed ahead of such meeting; or

11.12.3 such director is not, in respect of any particular meeting (or part of a meeting), an Eligible Director,

in which case, subject to Article 11.13, the quorum for such meeting (or part of the meeting, as the case may be) shall be any two Eligible Directors. If the necessary quorum is not present within 30 minutes from the time appointed for the meeting, or if, during a meeting, such quorum ceases to be present, the meeting shall stand adjourned to such time and place as the Directors determine being no less than 7 and no more than 14 days later. If a quorum is not present at any such adjourned meeting within 30 minutes from the time appointed, then the meeting shall proceed.

11.13 For the purposes of any meeting (or part of a meeting) held pursuant to Article 16.2 to authorise a Conflict (as defined in Article 16.2), if there is only one Eligible Director in office other than the conflicted Director(s), the quorum for such meeting (or part of a meeting) shall be one Eligible Director.

11.14 If the number of Directors in office for the time being is less than two, the Director in office must not take any decision other than a decision to:

11.14.1 appoint further Directors; or

11.14.2 call a general meeting so as to enable the Members to appoint further Directors.

11.15 Questions arising at any meeting of the Directors shall be decided by a majority of votes. If there is an equality of votes, the Chairman (or other chairman of the meeting) shall not have a second or casting vote.

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11.16 Where decisions of the Directors are taken by electronic means, such decisions shall be recorded by the Directors in permanent form, so that they may be read with the naked eye.

12. DIRECTORS’ RESOLUTIONS IN WRITING

12.1 A resolution in writing of which notice has been given to all of the Directors or to all of the members of a committee appointed pursuant to Article 11.8 (as the case may be), if signed by a majority of the Directors or of the members of such committee (as the case may be), shall be valid and effectual as if it had been passed at a meeting of the Directors or of the relevant committee duly convened and held and may consist of two or more documents in like form each signed by one or more of the Directors or members of the relevant committee.

13. MINUTE BOOK

13.1 The Directors shall cause all resolutions in writing passed in accordance with Articles 34.1 and 11 and minutes of proceedings at all general meetings of the Company or of the holders of any class of the Company’s shares and of the Directors and of committees appointed by the Directors to be entered in books kept for the purpose. Any minutes of a meeting, if purporting to be signed by the chairman of the meeting or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

14. APPOINTMENT AND REMOVAL OF DIRECTORS

14.1 Subject to the provisions of Article 10, the Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

14.2 At any general meeting at which a Director retires or is removed from office the Company may elect a Director to fill the vacancy, unless the Company determines to reduce the number of Directors in office.

14.3 If the Company in general meeting determines to increase the number of Directors in office the Company shall elect additional Directors.

14.4 Seven clear days’ notice shall be given to the Company of the intention of any Member to propose any person for election to the office of Director provided always that, if the Members present in person at a general meeting unanimously consent, the chairman of such meeting may waive the said notice and submit to the meeting the name of any person duly qualified and willing to act.

14.5 The office of a Director shall be vacated if:

14.5.1 he resigns his office by notice to the Company; or

14.5.2 he ceases to be a Director by virtue of any provision of the Law or becomes prohibited or disqualified by law from being a Director; or

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14.5.3 he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

14.5.4 he is removed from office by resolution of the Members; or

14.5.5 he is convicted of a criminal offence (other than a minor motoring offence) and a majority of the other Directors resolve that he cease to be a Director; or

14.5.6 a majority of the other Directors resolve that he cease to be a Director, save in the case of an Insight Director, an Index Director, a Dawn Capital Director and a Founder Director who may not be so removed.

14.6 Unless otherwise specified in the instrument or resolution of appointment, a Director shall hold office until he resigns, or is disqualified or removed in accordance with Article 14.5.

15. DIRECTORS, OBSERVERS AND CHAIRMAN

15.1 For so long as it is a Member, the Lead Index Investor shall from time to time have the right:

15.1.1 to appoint, by notice in writing addressed to the Company, and to maintain in office, one person as a Director (the “Index Director”) and to remove such Index Director and to appoint a replacement; or

15.1.2 to appoint a representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board who will be entitled to speak at any such meetings but will have no vote and no authority to bind the Company in any way.

15.2 For so long as it is a Member, Dawn Capital shall from time to time have the right jointly:

15.2.1 to appoint, by notice in writing addressed to the Company, and to maintain in office, one person as a Director (the “Dawn Capital Director”) and jointly to remove such Dawn Capital Director and to appoint a replacement; or

15.2.2 to appoint a representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board who will be entitled to speak at any such meetings but will have no vote and no authority to bind the Company in any way.

15.3 For so long as it is a Member, Insight shall from time to time have the right:

15.3.1 to appoint, by notice in writing addressed to the Company, and to maintain in office, one person as a Director (the “Insight Director”) and to remove such Insight Director and to appoint a replacement; or

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15.3.2 to appoint a representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board who will be entitled to speak at any such meetings but will have no vote and no authority to bind the Company in any way.

15.4 Peter Bauer and Neil Murray shall each have the right:

15.4.1 to appoint, by notice in writing addressed to the Company, and to maintain in office, one person as a Director (each a “Founder Director”) and to remove any such Founder Director and to appoint a replacement; or

15.4.2 to appoint a representative to attend as an observer at each and any meeting of the Board and of each and any committee of the Board who will be entitled to speak at any such meetings but will have no vote and no authority to bind the Company in any way.

15.5 Any appointment or removal of an Index Director, a Dawn Capital Director, an Insight Director or a Founder Director made in accordance with Articles 15.1 to 15.4 (inclusive) shall take immediate effect upon receipt (or deemed receipt) by the Company of such notice in writing, or the production of such notice at a meeting of the Directors or, if later, the date (if any) specified in such notice.

15.6 Each of the Index Director, the Dawn Capital Director and the Insight Director shall be entitled to be appointed to any committee of the Directors established from time to time. On the receipt of the request in writing of his appointor(s), the Company shall procure that an Index Director, the Dawn Capital Director, the Insight Director and the Founder Directors (as the case may be) shall be appointed as a director of any other Group Company, to the extent specified in such request.

15.7 A Director need not be a Member but shall nevertheless be entitled to receive notice of and to attend and speak at any general meeting or at any separate meeting of the holders of any class of shares in the Company.

15.8 The reasonable expenses of each Director and each observer shall be payable by the Company.

15.9 The Directors may appoint any person as chairman of the Board (“Chairman”) and may remove and replace any such Chairman. If there is no Chairman in office for the time being, or the Chairman is unable to attend any meeting of the Directors, the Directors present at the meeting must appoint another Director present at the meeting to chair the meeting and the appointment of the chairman of the meeting must be the first business of the meeting.

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16. TRANSACTIONS OR OTHER ARRANGEMENTS WITH DIRECTORS

16.1 A Director, including an alternate Director, may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director and may act in a professional capacity to the Company on such terms as to tenure of office, remuneration and otherwise as the Directors may determine.

16.2 Subject to the provisions of the Law and provided he has declared the nature and extent of his interests which conflict or may conflict to a material extent with the interests of the Company (a “Conflict”), a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:

16.2.1 may be a party to, or otherwise interested in, any existing or proposed transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;

16.2.2 shall be an Eligible Director for the purposes of any proposed decision of the Directors (or committee of the Directors) in respect of such existing or proposed transaction or arrangement in which he is interested;

16.2.3 shall be entitled to vote at a meeting of Directors (or of a committee of the Directors) or participate in any unanimous decision, in respect of such existing or proposed transaction or arrangement in which he is interested;

16.2.4 may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director;

16.2.5 may be a Director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and

16.2.6 shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he (or a person connected with him) derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.

16.3 For the purposes of Article 16.2:

16.3.1 a general notice given to the Directors or Secretary in the manner there specified that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and

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16.3.2 an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of that Director.

16.4 Where disclosure of an interest is made to the Secretary the Secretary shall inform the Directors that it has been made and table the notice of the disclosure at the next meeting of the Directors. Any disclosure at a meeting of the Directors shall be recorded in the minutes of the meeting.

16.5 A Director, notwithstanding his interest, may be counted in the quorum present at any meeting at which he is appointed to hold any office or place of profit under the Company, or at which the terms of his appointment are arranged, but he may not vote on his own appointment or the terms thereof.

16.6 The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their number, but if the number of Directors is less than:

16.6.1 the minimum number of Directors fixed by the Company in general meeting; or

16.6.2 the number fixed by the Directors as the quorum for meetings of the directors,

the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting of the Company.

16.7 If there are no Directors or no Director is able or willing to act, then any Member or the Secretary may summon a general meeting for the purpose of appointing Directors.

16.8 An Index Director, a Dawn Capital Director, an Insight Director and a Founder Director shall be entitled from time to time to disclose to his respective appointor(s) (and to any Permitted Transferee of such appointor) such information concerning the business and affairs of the Company as he shall at his discretion see fit.

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16.9 A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a Director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the Directors in accordance with these Articles or by the Company in general meeting (subject in each case to any terms and conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.

17. SECRETARY

The Directors may appoint any person who is willing to act as the Secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the Directors so decide, appoint a replacement, in each case by a decision of the Directors. Anything required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or if there is no assistant or deputy secretary capable of acting, by or to any officer of the Company authorised generally or specially in that behalf by the Directors provided that any provisions of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary. The Company shall keep or cause to be kept at the Office a register of particulars with regard to its Secretary in the manner required by the Law.

18. DIVIDENDS

18.1 Any Available Profits which the Company may determine to distribute will be distributed among the holders of the Dividend Shares (pari passu as if they constituted Shares of the same class) pro rata to their respective holdings of Dividend Shares. For the avoidance of doubt, the C Ordinary Shares and the Deferred Shares do not carry the right to receive dividends in any circumstances.

18.2 The Directors may authorise and pay distributions (in cash or otherwise) at any time in accordance with the Law and these Articles provided that the Company obtains Investor Consent, Series B Majority Consent and Founder Consent to any such distributions.

18.3 In addition to the powers conferred on the Directors by Articles 18.1 and 18.2, subject to the provisions of the Law and these Articles, a distribution may be declared and paid as a dividend. A distribution declared and paid in accordance with the provisions of Article 18.4 and identified as a dividend shall be a dividend.

18.4 Subject to the provisions of the Law and these Articles:

18.4.1 the Company may by resolution declare a dividend in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Directors;

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18.4.2 a general meeting declaring a dividend may, upon the recommendation of the Directors, direct payment of such dividend wholly or in part by the distribution of specific assets, and in particular of paid up shares or debentures of any other company, and the Directors shall give effect to such resolution; and where any difficulty arises in regard to the distribution they may settle the same as they think expedient, and in particular may issue certificates representing part of a shareholding or fractions of shares, and may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payment shall be made to any Members upon the footing of the value so fixed, in order to adjust the rights of Members, and may vest any specific assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the Directors, and generally may make such arrangements for the allotment, acceptance and sale of such specific assets or certificates representing part of a shareholding or fractions of shares, or any part thereof, and otherwise as they think fit;

18.4.3 the Directors may, if they think fit, from time to time pay to the Members such interim dividends provided that:

18.4.3.1 the Available Profits of the Company justify the payment; and

18.4.3.2 the Company obtains Investor Consent, the consent of the Series B Majority and Founder Consent to any such interim dividend; and

18.4.4 if at any time the share capital of the Company is divided into different classes, the Directors may pay interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferred rights, as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividends, provided that no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear; the Directors may also pay half-yearly, or at other suitable intervals to be settled by them, any dividend which may be payable at a fixed rate if they are of the opinion that the financial resources of the Company justify the payment. Provided the Directors act bona fide they shall not incur any personal liability to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights.

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18.5 Subject to any particular rights or limitations as to distributions for the time being attached to any shares, as may be specified in these Articles or upon which such shares may be issued, all distributions shall be declared, apportioned and paid pro-rata according to the number of shares held by each Member save that, where a share is not fully paid, distributions shall be declared, apportioned and paid on that share in the same proportion as the amount paid up on that share bears to the aggregate issue price of that share during the portion or portions of the period in respect of which the distribution is paid. For the purposes of this Article, no amount paid up on a share in advance of a call shall be treated as paid up on that share.

18.6 The Directors may deduct from any distribution or other monies payable to any Member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

18.7 All unclaimed distributions may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. No distribution shall bear interest as against the Company.

18.8 Any distribution which has remained unclaimed for a period of ten years from the date of declaration thereof shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company and shall thenceforth belong to the Company absolutely.

18.9 Any distribution or other monies payable on or in respect of a share may be paid by bank transfer or by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, and in the case of joint holders to any one of such joint holders, or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such other person as the holder or joint holders may in writing direct, and payment of the cheque or warrant shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.

18.10 Any resolution approving or declaring a distribution (whether as a dividend or otherwise) on the shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors may specify that the same shall be payable to the persons registered as the holders of shares of the class concerned at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon such distribution shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such distribution of transferors and transferees of any shares of the relevant class.

18.11 Each dividend shall be distributed to the holders of the Dividend Shares (pari passu as if they constituted shares of the same class) pro rata to their respective holdings of Dividend Shares. All dividends shall be paid in cash.

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19. LIQUIDATION PREFERENCE

On a return of assets on liquidation, capital reduction or otherwise, the assets of the Company remaining after the payment of its liabilities shall be applied (to the extent that the Company is lawfully able to do so) in the following order of priority:

19.1.1 first, in paying to the holders of the Series B Preferred Shares in respect of each Series B Preferred Share held the Issue Price of that Series B Preferred Share, together with a sum equal to any arrears of any dividend due on that share (the Issue Price and any such dividend arrears, together, the “Series B Preference Amount”) less the Series B Previously Paid Amount and, if there is a shortfall of assets remaining to satisfy such payments in full, the proceeds shall be distributed to the holders of the Series B Preferred Shares pro rata to the aggregate amounts due under this Article 19.1.1 to each such Series B Preferred Share held; or

19.1.2 second, in paying to the holders of the Series A Preferred Shares in respect of each Series A Preferred Share held the Issue Price of that Series A Preferred Share, together with a sum equal to any arrears of any dividend due on that share (the Issue Price and any such dividend arrears, together, the “Series A Preference Amount”) less the Series A Previously Paid Amount and, if there is a shortfall of assets remaining to satisfy such payments in full, the proceeds shall be distributed to the holders of the Series A Preferred Shares pro rata to the aggregate amounts due under this Article 19.1.2 to each such Series A Preferred Share held;

19.1.3 third, in paying to the holders of the Distribution Shares an amount of £0.372 in respect of each Distribution Share held (as if they all constituted shares of the same class) (provided that if there are insufficient surplus assets to pay an amount of £0.372 in respect of each Distribution Share, the remaining surplus assets shall be distributed to the holders of the Distribution Shares pro rata to the number of Distribution Shares held (as if they all constituted shares of the same class));

19.1.4 fourth, in paying to the holders of the Deferred Shares, if any, a total of £6.00 for the entire class of Deferred Shares (which payment shall be deemed satisfied by payment to any one holder of Deferred Shares);

19.1.5 thereafter:

19.1.5.1 where the amount available for distribution to holders of B Ordinary Shares under this Article 19 is equal to or exceeds £1.842 per share, in distributing the balance among the holders of the Equity Shares (other than Series B Preferred Shares) pro rata to the number of Equity Shares (other than Series B Preferred Shares) held (as if they all constituted shares of the same class); or

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19.1.5.2 where the amount available for distribution to holders of B Ordinary Shares under this Article 19 is less than £1.842 per share, in paying to the holders of the C Ordinary Shares, if any, a total of £6.00 for the entire class of C Ordinary Shares (which payment shall be deemed satisfied by payment to any one holder of C Ordinary Shares); and thereafter in distributing the balance among the holders of the Distribution Shares pro rata to the number of Distribution Shares held (as if they all constituted shares of the same class).

Notwithstanding anything contained herein to the contrary, upon a liquidation, capital reduction or otherwise, the holders of Series A Preferred Shares shall be entitled to receive the greater of (i) the amount such holders would have received under Article 19 as holders of Series A Preferred Shares, subject to a maximum amount in respect of each Series A Preferred Share equal to three (3) times the Series A Preference Amount, less the Series A Previously Paid Amount, and (ii) the amount such holders would have received if such holders had converted their Series A Preferred Shares into A Ordinary Shares in accordance with Article 23. For the avoidance of doubt, Series A Preferred Shares so converted (or deemed converted) into A Ordinary Shares shall be deemed “Distribution Shares” and “Ordinary Shares” for all purposes hereunder.

Notwithstanding anything contained herein to the contrary, upon a liquidation, capital reduction or otherwise, the holders of Series B Preferred Shares shall be entitled to receive the greater of (i) the amount such holders would have received under Article 19.1.1 and (ii) the amount such holders would have received if such holders had converted their Series B Preferred Shares into A Ordinary Shares in accordance with Article 23. For the avoidance of doubt, Series B Preferred Shares so converted (or deemed converted) into A Ordinary Shares shall be deemed “Distribution Shares” and “Ordinary Shares” for all purposes hereunder.

20. EXIT PROVISIONS

20.1 The proceeds of a Share Sale shall be distributed amongst the Members selling Shares under a Share Sale in the order of priority set out in Article 19. The Directors shall not register any transfer of Shares if the consideration payable (including any deferred consideration) whether in cash or otherwise to those Members selling Shares under a Share Sale (“Sale Proceeds”) is not distributed in that manner provided that, if the Sale Proceeds are not settled in their entirety upon completion of the Share Sale:

20.1.1 the Directors may register the transfer of the relevant Shares, provided that the Sale Proceeds due on the date of completion of the Share Sale have been distributed amongst the Members selling Shares under a Share Sale in the order of priority set out in Article 19; and

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20.1.2 each Member shall take any action (to the extent lawful and within its control) required by an Investor Majority to ensure that the balance of the Sale Proceeds are distributed amongst the Members selling Shares under a Share Sale in the order of priority set out in Article 19.

20.2 On a Disposal, the surplus assets of the Company remaining after payment of its liabilities shall be distributed (to the extent that the Company is lawfully permitted to do so) in the order of priority set out in Article 19, provided always that if it is not lawful for the Company to distribute its surplus assets in accordance with the provisions of these Articles, each Member shall (to the extent lawful and within its control) take any action required by an Investor Majority (including, but without prejudice to the generality of this Article 20.2, such action as may be necessary to put the Company into voluntary liquidation) so that Article 19 applies.

20.3 In the event of an Exit (including for these purposes a sale of the entire issued share capital of the Company to a new holding company of the Company, pursuant to a transaction where the Members and the proportion of Shares held by each of them following completion of the sale are the same as the Members and their shareholdings in the Company immediately prior to the sale) approved by the Directors (acting with Investor Consent, the consent of the holders of a majority of the Exit Shares in issue for the time being (treating the Exit Shares as the same class for this purpose), Founder Consent and the consent of the Series B Majority) (“Proposed Exit”), all Members shall consent to, vote for, raise no objections to and waive any applicable rights of pre-emption on transfer of Shares in connection with the Proposed Exit. The Members shall be required to take all lawful actions with respect to the Proposed Exit as are reasonably required by the Directors to facilitate the Proposed Exit, including signing any lock-up arrangements in respect of their Shares. If any Member fails to comply with the provisions of this Article 20.3:

20.3.1 the Company shall be constituted the agent of each defaulting Member for taking such actions as are necessary to effect the Proposed Exit;

20.3.2 the Directors may authorise an officer of the Company or a Member to execute and deliver on behalf of such defaulting Member all or any necessary documents; and

20.3.3 the Company may receive any purchase money due to the defaulting Member in trust for each of the defaulting Members (without any obligation to pay interest).

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21. SHARES

21.1 Without prejudice to any special rights for the time being conferred on the holders of any class of shares (which special rights shall not be varied or abrogated except with such consent or sanction as is required by Article 22 and subject to the Law) any share in the Company (including any share created on an increase or other alteration of share capital) may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to distributions, return of capital, bonus issues, voting or otherwise, as the Company may from time to time, by Special Resolution, determine.

21.2 Shares in the capital of the Company that are authorised but unissued shall be at the disposal of the Directors, and they may (subject to the provisions of Articles 21.1, 24 and 25) allot, grant options over, or otherwise dispose of them to such persons at such times and on such terms as they think proper.

21.3 The Company may issue fractions of shares in accordance with and subject to the provisions of the Law, provided that:

21.3.1 a fraction of a share shall be taken into account in determining the entitlement of a Member as regards distributions, return of capital, bonus issues or on a winding up; and

21.3.2 a fraction of a share shall not entitle a Member to a vote in respect thereof.

21.4 Subject to the Law and without prejudice to any special rights for the time being conferred on the holders of any class of shares (which special rights shall not be varied or abrogated except with such consent or sanction as is required by Article 22 and subject to the Law) the Company may, by Special Resolution, convert any existing non-redeemable limited shares (whether issued or not) into limited shares that are to be redeemed, or are liable to be redeemed in accordance with their terms, which may include provision for redemption at the option of either or both of the Company or the holder thereof.

21.5 Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or recognise any equitable, contingent, future or partial interest in any share, or (except only as by these Articles otherwise provided or as by law required) any interest in any fraction of a share, or any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.

21.6 The Company may, subject to the Law and without prejudice to any special rights for the time being conferred on the holders of any class of shares (which special rights shall not be varied or abrogated except with such consent or sanction as is required by Article 22 and subject to the Law), by altering its Memorandum of Association by Special Resolution, alter its share capital in any manner permitted by the Law.

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21.7 Subject to the provisions of the Law and without prejudice to any special rights for the time being conferred on the holders of any class of shares (which special rights shall not be varied or abrogated except with such consent or sanction as is required by Article 22 and subject to the Law), the Company may, by Special Resolution, reduce its share capital in any way.

22. VARIATION OF CLASS RIGHTS

22.1 Whenever the share capital of the Company is divided into different classes of Shares, the special rights attached to any such class may only be varied or abrogated (either whilst the Company is a going concern or during or in contemplation of a winding up) with the consent in writing of the holders of at least 75% in nominal value of the issued shares of that class (excluding any holders of Restricted Shares), save that the special rights attached to:

22.1.1 the Series A Preferred Shares may only be varied or abrogated with the consent of a Series A Majority,

22.1.2 the Series B Preferred Shares may only be varied or abrogated with the consent of a Series B Majority;

22.1.3 the Preferred Shares may only be varied or abrogated with Investor Consent; and

22.1.4 the Founder Shares may only be varied or abrogated with Founder Consent.

22.2 Without prejudice to the generality of Article 22.1, the special rights attaching to the Series A Preferred Shares shall be deemed to be varied if the Company:

22.2.1 alters or changes the rights, preferences or privileges attaching to the Series A Preferred Shares;

22.2.2 creates any new class or series of shares in the capital of the Company having rights, preferences or privileges senior to or on a parity with the Series A Preferred Shares;

22.2.3 offers or grants any registration rights to any shareholder or potential shareholder in the Company that are senior to or on parity with the registration rights as set out in the Registration Rights Agreement;

22.2.4 permits any amendment to these Articles (as adopted on the Adoption Date) or the passing of any resolution which is inconsistent with these Articles (as adopted on the Adoption Date); or

22.2.5 save as provided in Article 15, removes the Index Director.

22.3 Without prejudice to the generality of Article 22.1, the special rights attaching to the Series B Preferred Shares shall be deemed to be varied if the Company:

22.3.1 alters or changes the rights, preferences or privileges attaching to the Series B Preferred Shares;

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22.3.2 creates any new class or series of shares in the capital of the Company having rights, preferences or privileges senior to or on a parity with the Series B Preferred Shares;

22.3.3 offers or grants any registration rights to any shareholder or potential shareholder in the Company that are senior to or on parity with the registration rights as set out in the Registration Rights Agreement;

22.3.4 permits any amendment to these Articles (as adopted on the Adoption Date) or the passing of any resolution which is inconsistent with these Articles (as adopted on the Adoption Date); or

22.3.5 save as provided in Article 15, removes the Insight Director.

22.4 Without prejudice to the generality of Article 22.1, the special rights attaching to the Preferred Shares (voting together as if the Preferred Shares constituted one and the same class) shall be deemed to be varied (but otherwise such matters shall not constitute a variation of the special rights of the Series A Preferred Shares or the Series B Preferred Shares unless such matters are expressly contemplated by Article 22.1 or 22.2, as the case may be) if the Company:

22.4.1 purchases, buys-in, redeems or reduces (other than pursuant to an existing agreement with a director, employee or consultant) share capital or consolidates or sub-divides share capital;

22.4.2 proposes or pays any dividend or proposes or makes any other distribution (as defined under sections 1000 or 1064 of CTA);

22.4.3 increases or decreases the maximum or minimum number of directors set out in these Articles;

22.4.4 ceases to carry on its business or takes any step to wind up any Group Company, save where it is insolvent (within the meaning of section 123 of the Insolvency Act 1986);

22.4.5 takes any step to place any Group Company into administration (whether by the filing of an administration application, a notice of intention to appoint an administrator or a notice of appointment), or enters into any arrangement, scheme, moratorium, compromise or composition with its creditors (whether under Part I of the Insolvency Act 1986, the Law or otherwise) or applies for an interim order under Part 1 of the Insolvency Act 1986, or invites the appointment of a receiver or administrative receiver over all or any part of any Group Company’s assets or undertaking;

22.4.6 negotiates or permits the disposal or issue of shares in the Company amounting to a Share Sale or Listing or negotiates or permits a Disposal;

22.4.7 makes any material change to the nature of the business of any Group Company;

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22.4.8 grants options to directors, employees and/or consultants of any Group Company in excess of the aggregate number set out in clause 7 of the Investment Agreement or amends or adopts any Share Option Plan other than pursuant the Investment Agreement;

22.4.9 makes any change to its auditors or its accounting reference date; or

22.4.10 incurs any obligation (whether or not conditional) to do any of the foregoing.

22.5 Without prejudice to the generality of Article 22.1, the special rights attaching to the Founder Shares shall be deemed to be varied if the Company:

22.5.1 purchases, buys-in, redeems or reduces (other than pursuant to an existing agreement with a director, employee or consultant) share capital or consolidates or sub-divides share capital;

22.5.2 proposes or pays any dividend or proposes or makes any other distribution (as defined under sections 1000 or 1064 of CTA);

22.5.3 increases or decreases the maximum or minimum number of directors set out in these Articles;

22.5.4 ceases to carry on its business or takes any step to wind up any Group Company, save where it is insolvent (within the meaning of section 123 of the Insolvency Act 1986);

22.5.5 takes any step to place any Group Company into administration (whether by the filing of an administration application, a notice of intention to appoint an administrator or a notice of appointment), or enters into any arrangement, scheme, moratorium, compromise or composition with its creditors (whether under Part I of the Insolvency Act 1986, the Law or otherwise) or applies for an interim order under Part 1 of the Insolvency Act 1986, or invites the appointment of a receiver or administrative receiver over all or any part of any Group Company’s assets or undertaking;

22.5.6 negotiates or permits the disposal or issue of shares in the Company amounting to a Share Sale or Listing or negotiates or permits a Disposal;

22.5.7 offers or grants any registration rights to any shareholder or potential shareholder in the Company that are senior to or on parity with the registration rights as set out in the Registration Rights Agreement;

22.5.8 permits any amendment to these Articles (as adopted on the Adoption Date) or the passing of any resolution which is inconsistent with these Articles (as adopted on the Adoption Date);

22.5.9 makes any material change to the nature of the business of any Group Company;

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22.5.10 grants options to directors, employees and/or consultants of any Group Company in excess of the aggregate number set out in clause 7 of the Investment Agreement or amends or adopts any Share Option Plan other than pursuant the Investment Agreement;

22.5.11 save as provided in Article 15, removes a Founder Director; or

22.5.12 incurs any obligation (whether or not conditional) to do any of the foregoing.

22.6 The creation of a new class of Shares which has preferential rights to one or more existing classes of Shares shall not, except as provided in Articles 22.2, 22.3 and/or 22.5, constitute a variation of the rights of those existing classes of Shares.

23. CONVERSION OF SHARES

23.1 Any holder of Series B Preferred Shares may at any time, by notice in writing to the Company, require conversion of all of the Series B Preferred Shares held by it at any time into the same number of A Ordinary Shares. Those Series B Preferred Shares specified in any such notice shall convert automatically on the date of service of such notice on the Company (unless such notice states that conversion is to be effective on some later date, or when any conditions specified in the notice have been fulfilled, in which case conversion shall take effect on that later date, or when such conditions have been fulfilled, as the case may be). All of the Series B Preferred Shares shall automatically convert into the same number of A Ordinary Shares on the date of:

23.1.1 a Qualifying Listing; or

23.1.2 service on the Company of a notice by the Series B Majority requiring conversion of all of the Series B Preferred Shares (unless such notice states that conversion is to be effective on some later date, or when any conditions specified in the notice have been fulfilled, in which case conversion shall take effect on that later date, or when such conditions have been fulfilled, as the case may be).

23.2 Any holder of Series A Preferred Shares may at any time, by notice in writing to the Company, require conversion of all of the Series A Preferred Shares held by it at any time into the same number of A Ordinary Shares. Those Series A Preferred Shares specified in any such notice shall convert automatically on the date of service of such notice on the Company (unless such notice states that conversion is to be effective on some later date, or when any conditions specified in the notice have been fulfilled, in which case conversion shall take effect on that later date, or when such conditions have been fulfilled, as the case may be). All of the Series A Preferred Shares shall automatically convert into the same number of A Ordinary Shares on the date of a Qualifying Listing.

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23.3 Any holder of Founder Shares may at any time, by notice in writing to the Company, require conversion of all or any of the Founder Shares held by it at any time into the same number of A Ordinary Shares. Those Founder Shares specified in any such notice shall convert automatically on the date of service of such notice on the Company (unless such notice states that conversion is to be effective on some later date, or when any conditions specified in the notice have been fulfilled, in which case conversion shall take effect on that later date, or when such conditions have been fulfilled, as the case may be). All of the Founder Shares shall automatically convert into the same number of A Ordinary Shares on the date of a Qualifying Listing.

23.4 All of the B Ordinary Shares shall automatically convert into the same number of A Ordinary Shares on the date of a Listing. The B Ordinary Shares shall not otherwise be convertible into any other class of shares.

23.5 Any holder of C Ordinary Shares may at any time, by notice in writing to the Company, require conversion of some or all of the C Ordinary Shares held by it at any time into the same number of Deferred Shares. Immediately upon the occurrence of a Listing the C Ordinary Shares shall be automatically converted into such number of A Ordinary Shares so that the aggregate Realisation Price of such A Ordinary Shares would be equal to the value of any payment due to the holder of such C Ordinary Shares pursuant to Article 19 if such Listing was a Share Sale at the Pre-New Money Valuation. Where the total number of A Ordinary Shares to be received by a person holding C Ordinary Shares as a result of the conversion under this Article 23.5 would not be a whole number, it will be rounded to the nearest whole number. The remaining C Ordinary Shares shall be automatically converted into the same number of Deferred Shares. The C Ordinary Shares shall not otherwise be convertible into any other class of shares.

23.6 In the case of a conversion pursuant to:

23.6.1 Articles 23.1, 23.2, 23.3 or 23.5 (other than on a Qualifying Listing), at least 10 Business Days after the date of conversion; or

23.6.2 a Listing and/or Qualifying Listing (as the case may be), at least 5 Business Days before the date of the Listing and/or Qualifying Listing (as the case may be),

each holder of the relevant Shares converted or to be converted shall deliver the certificate(s) (or an indemnity in a form reasonably satisfactory to the Directors for any lost share certificate) for the Shares being converted (together with such other evidence (if any) as the Directors may reasonably require to prove good title to those Shares) to the Company at its registered office for the time being.

23.7 Where conversion of any Share is mandatory on the occurrence of a Listing and/or a Qualifying Listing (as the case may be), that conversion shall only be effective immediately before such a Listing and/or a Qualifying Listing (as the case may be). If such a Listing and/or a Qualifying Listing (as the case may be) does not become effective, or does not take place, such conversion shall be deemed not to have occurred.

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23.8 On conversion pursuant to this Article 23:

23.8.1 the relevant Shares shall (without any further authority than that contained in these Articles) stand converted into such number of A Ordinary Shares and Deferred Shares (in the case of the C Ordinary Shares only) as determined in accordance with the provisions of this Article 23 (subject to adjustment to take account of any sub-division, consolidation of either the Shares being converted or the A Ordinary Shares at any time before a conversion in accordance with this Article 23) and the A Ordinary Shares and the Deferred Shares (in the case of the C Ordinary Shares only) resulting from the conversion shall rank pari passu in all respects with the existing issued A Ordinary Shares or Deferred Shares (as the case may be); and

23.8.2 the Company shall, if it has sufficient Available Profits, pay to the holder(s) of the Shares being converted a dividend equal to any arrears and accruals of dividends in relation to those Shares. If the Company has insufficient Available Profits to pay all such arrears and accruals of dividend amounts in full then it shall pay the same to the extent that it is lawfully able to do so and the unpaid balance shall be a debt due from the Company which shall accrue interest daily (assuming a 365 day year) at the rate of 2% above the base lending rate of Barclays Bank plc in respect of the period from the due date to the actual date of payment. The first Available Profits arising shall be applied in or towards paying off the debt and interest accrued.

23.9 Forthwith following a conversion pursuant to this Article 23, the Company shall enter the holder(s) of the converted Shares in the register of Members of the Company as the holder(s) of the appropriate number of A Ordinary Shares and Deferred Shares (in the case of the C Ordinary Shares only) subject to the relevant holder of Shares delivering the relevant share certificate(s) (or indemnity or other evidence) in respect of the Shares being converted in accordance with Article 23.6.

23.10 The Deferred Shares may be redeemed or otherwise bought-back by the Company at any time at its option for one penny for all the Deferred Shares registered in the name of any holder without obtaining the sanction of the holder or holders.

23.11 The allotment or issue of Deferred Shares shall be deemed to confer irrevocable authority on the Board at any time after their allotment or issue to appoint any person to execute or give on behalf of the holder of those shares a transfer of them to such person or persons as the Company may determine.

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23.12 Whenever as a result of a consolidation of Shares any Members would become entitled to fractions of a Share, the Directors may, on behalf of those Members, sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds of sale in due proportion among those Members, and the Directors may authorise any person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the Shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

24. ANTI-DILUTION

24.1 If the Company issues any Relevant Securities without consideration or for a consideration per Share less than the Issue Price of the Series A Preferred Shares (a “Qualifying A Issue”), the Company shall make a bonus issue of such number of Series A Preferred Shares (“Anti-Dilution A Shares”) to each holder for the time being of Series A Preferred Shares (unless and to the extent, in respect of any holder of Series A Preferred Shares, such holder has specifically waived the application of its rights under this Article 24 in respect of any particular issue of Relevant Securities) (each an “Exercising A Investor”) as shall be calculated in accordance with Article 24.2.

24.2 The number of Anti-Dilution A Shares to be issued to each Exercising A Investor shall be the number equal to A (rounded down to the nearest whole number), where A is calculated as follows:

A         =         ((P / WA) x T)) – T

Where:

A = the number of Anti-Dilution A Shares to be issued to the Exercising A Investor.

WA = ((N x P) + (K x L)) / (N + K).

N = the total number of Series A Preferred Shares in issue immediately prior to the Qualifying A Issue.

P = the Issue Price of each Series A Preferred Share subscribed by the relevant Exercising A Investor.

K = the total number of Relevant Securities comprised within the Qualifying A Issue.

L = the Issue Price (in pounds sterling) per Relevant Security of the Qualifying A Issue.

T = the number of Series A Preferred Shares held by the relevant Exercising A Investor prior to the Qualifying A Issue.

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24.3 If the Company issues any Relevant Securities without consideration or for a consideration per Share less than the Issue Price of the Series B Preferred Shares (a “Qualifying B Issue”), the Company shall make a bonus issue of such number of Series B Preferred Shares (“Anti-Dilution B Shares”) to each holder for the time being of Series B Preferred Shares (unless and to the extent, in respect of any holder of Series B Preferred Shares, such holder has specifically waived the application of its rights under this Article 24 in respect of any particular issue of Relevant Securities) (each an “Exercising B Investor”) as shall be calculated in accordance with Article 24.4.

24.4 The number of Anti-Dilution B Shares to be issued to each Exercising B Investor shall be the number equal to A (rounded down to the nearest whole number), where A is calculated as follows:

A         =         ((P / WA) x T)) – T

Where:

A = the number of Anti-Dilution B Shares to be issued to the Exercising B Investor.

WA = ((N x P) + (K x L)) / (N + K).

N = the total number of Series B Preferred Shares in issue immediately prior to the Qualifying B Issue.

P = the Issue Price of each Series B Preferred Share subscribed by the relevant Exercising B Investor.

K = the total number of Relevant Securities comprised within the Qualifying B Issue.

L = the Issue Price (in pounds sterling) per Relevant Security of the Qualifying B Issue.

T = the number of Series B Preferred Shares held by the relevant Exercising B Investor prior to the Qualifying B Issue.

24.5 The Anti-Dilution Shares shall:

24.5.1 be issued at a price per share equal to the nominal value of each Anti-Dilution Share which shall be paid up by the automatic capitalisation of available reserves of the Company (without any further authority required than that contained in these Articles);

24.5.2 within 10 Business Days of the date of the Qualifying Issue be issued to the relevant Exercising Investors who accept the offer in accordance with Articles 24.1 and/or 24.3 and credited as fully paid up in cash; and

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24.5.3 shall rank pari passu in all respects with the existing Series A Preferred Shares in the case of Anti-Dilution A Shares and the existing Series B Preferred Shares in the case of Anti-Dilution B Shares.

24.6 If and to the extent that the Company is prohibited from issuing all of the Anti-Dilution Shares in accordance with Article 24.5 (whether by virtue of the Law or otherwise), the entitlement of each Exercising Investor to such an issue of Anti-Dilution Shares shall be reduced:

24.6.1 in the case of Anti-Dilution A Shares, in the same proportion that its holding of Series A Preferred Shares bears to the total number of Series A Preferred Shares held by the Exercising A Investors and each Exercising A Investor shall be notified by the Company and shall, in addition, be entitled, at any time within the period of 15 Business Days from the date of such notice, to subscribe at par for the balance of that number of Anti-Dilution A Shares to which he would otherwise be entitled to receive pursuant to Article 24.2;

24.6.2 in the case of Anti-Dilution B Shares, in the same proportion that its holding of Series B Preferred Shares bears to the total number of Series B Preferred Shares held by the Exercising B Investors and each Exercising B Investor shall be notified by the Company and shall, in addition, be entitled, at any time within the period of 15 Business Days from the date of such notice, to subscribe at par for the balance of that number of Anti-Dilution B Shares to which he would otherwise be entitled to receive pursuant to Article 24.4;

in each case, (without any further authority required than that contained in these Articles) and Article 24.5.3 shall apply to the shares issued as a result of such a subscription;

24.7 In the case of an issue of Relevant Securities for a consideration in whole or in part other than in cash, the Issue Price of each Relevant Security for the purposes of Articles 24.1 to 24.4 (inclusive) shall be a price certified by the Independent Expert (acting as experts and not as arbitrators) as being, in their opinion, the current cash value of the non-cash consideration for the allotment of the Relevant Securities.

24.8 In the event of any Issue or Re-organisation, the Issue Price of each Series B Preferred Share and the Issue Price of each Series A Preferred Share shall be adjusted to take account of such Issue or Re-organisation on such basis as may be agreed between (x) the Directors and a Series B Majority (in the case of an adjustment to the Issue Price of the Series B Preferred Shares) and (y) the Directors and a Series A Majority (in the case of an adjustment to the Issue Price of the Series A Preferred Shares) or, failing such agreement within 10 Business Days after (and excluding) the date of such Issue or Re-organisation, as determined by the Independent Expert (at the Company’s cost).

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24.9 If there is a dispute between the Company and any holder for the time being of Preferred Shares as to the operation of this Article 24, the matter shall be referred (at the cost of the Company) to the Independent Expert who shall determine the number of Anti-Dilution Shares to be issued.

24.10 The Independent Expert’s determination of any matter under this Article 24 shall, in the absence of manifest error, be final and binding on the Company and each of its Members.

24.11 In this Article 24, “Issue or Re-organisation” means any return of capital, issue of Relevant Securities by way of capitalisation of profits or reserves (other than a capitalisation issue in substitution for, or as an alternative to, a cash dividend which is made available to the holders of Series A Preferred Shares and/or Series B Preferred Shares), any consolidation, sub-division or any repurchase or redemption of Shares (other than Series A Preferred Shares and/or Series B Preferred Shares), or any variation in the Issue Price or conversion rate applicable to any other outstanding Shares of the Company.

25. PRE-EMPTION RIGHTS ON THE ISSUE OF FURTHER SHARES

25.1 The Directors may not offer or allot more than 6,606,021 B Ordinary Shares.

25.2 If the Company proposes to allot, grant or issue any Relevant Securities, those Relevant Securities shall not be allotted, granted or issued to any person unless:

25.2.1 if the Relevant Securities are Series B Preferred Shares, the Company has first offered them to the holders (on the date of the offer) of the Series B Preferred Shares on a pari passu basis and in the respective proportions that the number of Series B Preferred Shares held by each such holder bears to the total number of Series B Preferred Shares held by all such holders (as nearly as possible without involving fractions);

25.2.2 if the Relevant Securities are Series A Preferred Shares, the Company has first offered them to the holders (on the date of the offer) of the Series A Preferred Shares on a pari passu basis and in the respective proportions that the number of Series A Preferred Shares held by each such holder bears to the total number of Series A Preferred Shares held by all such holders (as nearly as possible without involving fractions); and

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25.2.3 if the Relevant Securities are shares of any other class the Company has first offered them to the holders (on the date of the offer) of the Series A Preferred Shares, the Series B Preferred Shares, the Founder Shares and the A Ordinary Shares on a pari passu basis (as if the same constituted one class of share) and in the respective proportions that the number of Series A Preferred Shares, Series B Preferred Shares, Founder Shares and A Ordinary Shares held by each such holder bears to the total number of Series A Preferred Shares, the Series B Preferred Shares, Founder Shares and A Ordinary Shares held by all such holders (as nearly as possible without involving fractions);

in each case, and on the same terms, and at the same price, as those Relevant Securities are being, or are to be, offered to any other person.

25.3 An offer made under Article 25.2 shall:

25.3.1 be in writing and give details of the number, class and subscription price (including any share premium) of the Relevant Securities being offered;

25.3.2 remain open for a period of at least 15 Business Days from the date of service of the offer; and

25.3.3 stipulate that any offeree who wishes to subscribe for a number of Relevant Securities in excess of the number to which he is entitled under Article 25.2 shall, in his acceptance, state the number of excess Relevant Securities (“Excess Securities”) for which he wishes to subscribe.

25.4 If, on the expiry of an offer made in accordance with Article 25.2, the total number of Relevant Securities applied for is less than the total number of Relevant Securities so offered, the Directors shall allot the Relevant Securities to the offerees in accordance with their applications, subject to a maximum of each offeree’s proportionate entitlement.

25.5 Any Relevant Securities not accepted by offerees pursuant to an offer made in accordance with Article 25.2 shall be used to satisfy any requests for Excess Securities made pursuant to Article 25.3.3. If there are insufficient Excess Securities to satisfy such requests, the Excess Securities shall be allotted to the applicants in the respective proportions that the number of Series B Preferred Shares (in the case of an offer of Series B Preferred Shares), the number of Series A Preferred Shares (in the case of an offer of Series A Preferred Shares) or the number of Series A Preferred Shares, Series B Preferred Shares, Founder Shares and A Ordinary Shares (in any other case) held by each such applicant bears to the total number of such Shares held by all applicants (as nearly as possible without involving fractions or increasing the number of Excess Securities allotted to any Member beyond that applied for by him).

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25.6 If, after completion of the allotments referred to in Articles 25.4 and 25.5 as a result of an offer made pursuant to:

25.6.1 Article 25.2, not all of the Series B Preferred Shares have been allotted, the balance of such Series B Preferred Shares shall, subject to Article 25.11, be offered to the holders (on the date of the offer) of the Series A Preferred Shares, the Founder Shares and the A Ordinary Shares on a pari passu basis (as if the same constituted the same class of share) and in the respective proportions that the number of Series A Preferred Shares, Founder Shares and A Ordinary Shares held by each such holder bears to the total number of Series A Preferred Shares, Founder Shares and A Ordinary Shares held by all such holders (as nearly as possible without involving fractions) and on the same terms, and at the same price, as those Series B Preferred Shares were offered pursuant to Article 25.2.1

25.6.2 Article 25.2.2, not all of the Series A Preferred Shares have been allotted, the balance of such Series A Preferred Shares shall, subject to Article 25.11, be offered to the holders (on the date of the offer) of the Series B Preferred Shares, the Founder Shares and the A Ordinary Shares on a pari passu basis (as if the same constituted the same class of share) and in the respective proportions that the number of Series B Preferred Shares, Founder Shares and A Ordinary Shares held by each such holder bears to the total number of Series B Preferred Shares, Founder Shares and A Ordinary Shares held by all such holders (as nearly as possible without involving fractions) and on the same terms, and at the same price, as those Series A Preferred Shares were offered pursuant to Article 25.2.2.

25.7 An offer made under Article 25.6 shall:

25.7.1 be in writing and give details of the number, class and subscription price (including any share premium) of the Series B Preferred Shares or Series A Preferred Shares (as the case may be) being offered;

25.7.2 remain open for a period of at least 15 Business Days from the date of service of the offer; and

25.7.3 stipulate that any offeree who wishes to subscribe for a number of Series B Preferred Shares or Series A Preferred Shares (as the case may be) in excess of the number to which he is entitled under Article 25.6 shall, in his acceptance, state the number of excess Series B Preferred Shares or Series A Preferred Shares (as the case may be) (also “Excess Securities”) for which he wishes to subscribe.

25.8 If, on the expiry of an offer made in accordance with Article 25.6, the total number of Series B Preferred Shares or Series A Preferred Shares (as the case may be) applied for is less than the total number of Series B Preferred Shares or Series A Preferred Shares (as the case may be) so offered, the Directors shall allot the Series B Preferred Shares or Series A Preferred Shares (as the case may be) to the offerees in accordance with their applications, subject to a maximum of each offeree’s proportionate entitlement.

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25.9 Any Series B Preferred Shares or Series A Preferred Shares (as the case may be) not accepted by offerees pursuant to an offer made in accordance with Article 25.6 shall be used to satisfy any requests for Excess Securities made pursuant to Article 25.7.3. If there are insufficient Excess Securities to satisfy such requests, the Excess Securities shall be allotted to the applicants in the respective proportions that the number of Series B Preferred Shares or Series A Preferred Shares (as the case may be), Founder Shares and A Ordinary Shares held by each such holder bears to the total number of Series B Preferred Shares or Series A Preferred Shares (as the case may be), Founder Shares and A Ordinary Shares held by all such holders (as nearly as possible without involving fractions or increasing the number of Excess Securities allotted to any Member beyond that applied for by him).

25.10 If, after completion of the allotments referred to in Articles 25.4 (where Article 25.2.3 was applicable) or 25.8 (where Article 25.6 was applicable), not all of the Relevant Securities have been allotted, the balance of such Relevant Securities shall, subject to Article 25.11, be offered to any other person(s) as the Directors may determine within one month of the date of the service of the Offer Notice made under Article 31.3 or, if so required, under Article 25.6, at the same price and on the same terms as the offer to the Members in accordance with this Article 25.

25.11 No Shares shall be allotted to any current or prospective employee or director of any Group Company unless such person shall first have entered into a joint election with the relevant Group Company under section 431 of the Income Tax (Earnings and Pensions) Act 2003 for the full disapplication of Chapter 2 of Part 7 of that Act.

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26. TRANSFER AND TRANSMISSION OF SHARES: GENERAL

26.1 In these Articles, reference to the transfer of a Share includes the transfer, assignment or other disposal of a beneficial or other interest in that Share, or the creation of a trust or encumbrance over that Share, and reference to a Share includes a beneficial or other interest in a Share.

26.2 No Share shall be transferred, and the Directors shall refuse to register a transfer of any Share, unless it is made in accordance with these Articles. Subject to Article 26.5, the Directors shall register any transfer made in accordance with these Articles, unless they have reasonable grounds to suspect that the proposed transfer may be fraudulent or to a person in liquidation or bankruptcy or of unsound mind.

26.3 If a Member transfers (or purports to transfer) a Share other than in accordance with these Articles, he shall if requested by the Directors or an Investor or a Founder in writing to remedy the position take such steps as are necessary to ensure that such transfer (or purported transfer) is in accordance with these Articles and if the holder fails to remedy that situation to the reasonable satisfaction of the Directors, such Investor or such Founder (as the case may be) within 15 Business Days of receipt of such written notice, then he shall be deemed to have immediately served a Transfer Notice in respect of all Shares held by him.

26.4 Any transfer of a Share by way of sale which is required to be made under Articles 30, 31 and 32 shall be deemed to include a warranty that the transferor sells the Share with full title guarantee.

26.5 The Directors may, as a condition to the registration of any transfer of Shares (other than B Ordinary Shares), require the transferee to execute and deliver to the Company a deed, in favour of the Company and the Investors agreeing to be bound by the terms of the Investment Agreement, in such form as the Directors may reasonably require (but not so as to oblige the transferee to have any obligations or liabilities greater than those of the proposed transferor). If any condition is imposed in accordance with this Article 26.5, the transfer may not be registered unless and until that deed has been executed and delivered to the Company’s registered office by the transferee.

26.6 To enable the Directors to determine whether or not there has been any transfer (or purported transfer) of Shares the Directors may require:

26.6.1 any holder (or the legal representatives of a deceased holder); or

26.6.2 any person named as a transferee in a transfer lodged for registration; or

26.6.3 such other person as the Directors may reasonably believe to have information relevant to that purpose,

to provide the Company with any information and evidence that the Directors think fit regarding any matter which they deem relevant to that purpose.

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26.7 If any such information or evidence referred to in Article 26.6 is not provided to enable the Directors to determine to their reasonable satisfaction that no breach has occurred, or that as a result of the information and evidence provided the Directors are reasonably satisfied that a breach has occurred, the Directors shall immediately notify the holder of such Shares of that fact in writing and, if the holder fails to remedy that situation to the reasonable satisfaction of the Directors within 15 Business Days of receipt of such written notice, then, unless otherwise directed in writing by the Directors:

26.7.1 the relevant Shares shall cease to confer on the holder of them any rights:

26.7.1.1 to vote (whether on a show of hands, on a poll or otherwise and whether in person, by proxy or otherwise), including in respect of any resolution of any class of Shares; and

26.7.1.2 to receive dividends or other distributions; and

26.7.2 the Directors may, by notice in writing to the relevant holder, determine that a Transfer Notice shall be deemed to have been given in respect of some or all of his Shares with effect from the date of service of the notice (or such later date as may be specified in such notice).

The Directors may reinstate the rights referred to in Article 26.7.1 at any time and, in any event, such rights shall be reinstated in respect of any Shares transferred pursuant to Article 26.7.2 on completion of such transfer.

26.8 Unless expressly provided otherwise in these Articles, if a Transfer Notice is deemed by the Directors to have been given under these Articles, the Deemed Transfer Notice shall be treated as having specified that:

26.8.1 it does not contain a Minimum Transfer Condition; and

26.8.2 the Seller wishes to transfer all the Shares held by him (including any Shares acquired after the date the relevant Transfer Notice is deemed given but before completion of the transfer of Shares pursuant to the relevant Transfer Notice).

26.9 Any Transfer Notice (but not an Offer Notice (as defined in Article 31) or a Drag Along Notice (as defined in Article 32)) served in respect of the transfer of any Share which has not completed before the date of service of a Deemed Transfer Notice shall automatically be revoked by the service of a Deemed Transfer Notice.

26.10 The Directors may in their absolute discretion, and without assigning any reason therefor, refuse to register any transfer of a partly paid share, including a transfer of such shares to a person of whom they do not approve and may refuse to register any transfer of shares on which the Company has a lien.

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26.11 If the Directors refuse to register any transfer of shares they shall, within two months after the date on which the Transfer Notice was lodged with the Company, send to the proposed transferor and transferee notice of the refusal.

26.12 The registration of transfers of shares or of any class of shares may not be suspended.

26.13 In respect of any allotment of any share the Directors shall have the same right to decline to approve the registration of any renouncee of any allottee as if the application to allot and the renunciation were a transfer of a share under these Articles.

26.14 In the case of the death of a Member, the survivors or survivor, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased joint holder from any liability in respect of any share jointly held by him.

26.15 Any guardian of an infant Member and any curator or guardian or other legal representative of a Member under legal disability and any person becoming entitled to a share in consequence of the death or insolvency or bankruptcy of a Member or otherwise by operation of law may, upon such evidence as to his entitlement being produced as may from time to time be required by the Directors and subject as hereinafter provided, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the holder thereof.

26.16 If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice signed by him stating that he so elects together with such evidence as to his entitlement as may from time to time be required by the Directors. If he shall elect to have another person registered, he shall testify his election by signing a Transfer Notice in favour of that person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or Transfer Notice as aforesaid as would have existed had such transfer occurred before the death, insolvency or bankruptcy of the Member concerned.

26.17 A person becoming entitled to a share by reason of the death or insolvency or bankruptcy of a Member or otherwise by operation of law shall, upon such evidence as to his entitlement being produced as may from time to time be required by the Directors, be entitled to the same distributions and other rights to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company provided always that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within one month such person shall be deemed to have so elected to be registered himself and all the restrictions on the transfer and transmission of shares contained in these Articles shall apply to such election.

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26.18 Unless otherwise decided by the Directors in their sole discretion, no fee shall be charged in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares.

27. PERMITTED TRANSFERS OF SHARES

27.1 A Member (the “Original Member”) may transfer all or any of his or its Shares to a Permitted Transferee without the consent or approval or any party and such transfer shall be registered by the Directors.

27.2 Where Shares are held by the trustee(s) of a Family Trust, the trustee(s) may transfer Shares to:

27.2.1 the Original Member;

27.2.2 any Privileged Relation(s) of the Original Member;

27.2.3 subject to Article 27.3, the trustee(s) of another Family Trust of which the Original Member is the Settlor; or

27.2.4 subject to Article 27.3, to the new (or remaining) trustee(s) upon a change of trustee(s) of a Family Trust,

without any price or other restriction.

27.3 A transfer of Shares may only be made to the trustee(s) of a Family Trust if the Directors are satisfied:

27.3.1 with the terms of the trust instrument and, in particular, with the powers of the trustee(s);

27.3.2 with the identity of the proposed trustee(s);

27.3.3 that the proposed transfer will not result in 50% or more of the aggregate of the Company’s equity share capital being held by trustees of that and any other trusts; and

27.3.4 that no costs incurred in connection with the setting up or administration of that Family Trust are to be paid by the Company.

27.4 If the Original Member is a company, and a Permitted Transfer has been made, the Permitted Transferee shall, within 20 Business Days of ceasing to be a Member of the Same Group as the Original Member, transfer the Shares held by it to:

27.4.1 the Original Member; or

27.4.2 a Member of the Same Group as the Original Member,

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(which in either case is not in liquidation), without any price or other restriction. If the Permitted Transferee fails to make a transfer in accordance with this Article 27.4, a Transfer Notice shall be deemed to have been given in respect of such Shares on the expiry of the period set out in this Article 27.4.

27.5 If the Original Member is an individual and a Permitted Transfer has been made to a Privileged Relation of the Original Member, the Permitted Transferee (or the transmittee(s) of any such person) shall, within 20 Business Days of ceasing to be a Privileged Relation of the Original Member (whether by reason of death, divorce or otherwise) either:

27.5.1 execute and deliver to the Company a transfer of the Shares held by him to the Original Member (or to any Permitted Transferee of the Original Member) for such consideration as may be agreed between them; or

27.5.2 give a Transfer Notice to the Company in accordance with Article 28,

failing which a Transfer Notice shall be deemed to have been given in respect of such Shares on the expiry of the period set out in this Article 27.5. This Article 27.5 shall not apply to a transmittee of a Permitted Transferee if that transmittee is also a Permitted Transferee of the Original Member, to the extent that such transmittee is legally or beneficially entitled to those Shares.

27.6 Notwithstanding any other provision of this Article 27:

27.6.1 a transfer of any A Ordinary Shares and any B Ordinary Shares may be made without any price or other restriction and any such transfer shall be registered by the Directors, unless the Directors reasonably consider that the transferee is a person (or a nominee for a person) whom the Directors determine to be a competitor (or a Member of the Same Group as a competitor) of the business of any Group Company; and

27.6.2 a transfer of any Shares (other than A Ordinary Shares or B Ordinary Shares) approved by the Directors (including the affirmative approval of the Insight Director) may be made without any price or other restriction and any such transfer shall be registered by the Directors.

27.7 Any Shares may at any time be transferred where there is a sale of the entire issued share capital of the Company to a new holding company of the Company, pursuant to a transaction and on terms which have been approved by a majority of the Directors, with Investor Consent, Founder Consent, Dawn Capital Consent and a Series B Majority.

28. PRE-EMPTION RIGHTS ON THE TRANSFER OF SHARES

28.1 Except where the provisions of Articles 27, 31 or 32 apply, any transfer of Shares by a Member shall be subject to the pre-emption rights in this Article 28.

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28.2 A Member who wishes to transfer Shares (a “Seller”) shall, before transferring or agreeing to transfer any Shares, give notice in writing (a “Transfer Notice”) to the Company specifying:

28.2.1 subject to Article 26.8.2, the number of Shares he wishes to transfer (“Sale Shares”);

28.2.2 the name of the proposed transferee, if any;

28.2.3 the price per Sale Share (in cash), if any, at which he wishes to transfer the Sale Shares (the “Proposed Sale Price”); and

28.2.4 subject to Article 26.8.1, whether the Transfer Notice is conditional on all or a specific number of the Sale Shares being sold (a “Minimum Transfer Condition”).

28.3 Immediately upon:

28.3.1 any transfer of a Founder Share (other than a Permitted Transfer or a transfer to another Founder, save in each case where the transfer is a Permitted Transfer made pursuant to Article 27.6), such Founder Share shall automatically be re-classified as a B Ordinary Share (without any further authority required than that contained in this Article); and

28.3.2 the holder of a Founder Share ceasing to be an Active Founder, such Founder Share shall automatically be re-classified as an A Ordinary Share (without any further authority required than that contained in this Article),

provided always that at least one Founder Share shall remain in issue for as long as Founder Shares retain the right to receive notice of, attend and vote at general meetings. For the purpose of this Article 28.3: (a) Peter Bauer shall be deemed to hold all of the Founder Shares held by The Butterworth Trust; and (b) each Founder shall be deemed to hold any and all of the Founder Shares which he may have transferred to any Permitted Transferee(s) at any time. Each Founder Share which is deemed to be held by a Founder pursuant to this Article 28.3 shall be automatically re-classified as an A Ordinary Share upon such Founder ceasing to be an Active Founder.

28.4 Immediately upon:

28.4.1 any transfer of an A Ordinary Share (other than (i) a Permitted Transfer, save where the Permitted Transfer is a transfer made pursuant to Article 27.6 or (ii) as provided in Article 28.4.2, such A Ordinary Share shall automatically be re-classified as a B Ordinary Share (without any further authority required than that contained in this Article); and

28.4.2 the transfer of any A Ordinary Shares which may be transferred to Insight pursuant to the Cash Offer, such A Ordinary Shares shall remain as A Ordinary Shares (without any further authority required than that contained in this Article) and notwithstanding any other provision contained in these Articles such shares shall remain as A Ordinary Shares in the event of any subsequent transfer of such shares,

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provided always that at least one A Ordinary Share shall remain in issue for as long as A Ordinary Shares retain the right to receive notice of, attend and vote at general meetings.

28.5 Except in the case of a Deemed Transfer Notice (which may not be withdrawn), where the Transfer Price of the Sale Shares comprised within a Transfer Notice is to be the Fair Value and such Fair Value is less than the Proposed Sale Price the Seller may, within 10 Business Days of receipt of notification of the Fair Value, withdraw the Transfer Notice. Otherwise, a Transfer Notice may only be withdrawn with the consent of the Directors.

28.6 A Transfer Notice (or Deemed Transfer Notice) constitutes the Company the agent of the Seller for the sale of the Sale Shares at the Transfer Price.

28.7 As soon as practicable following the later of:

28.7.1 receipt of a Transfer Notice (or in the case of a Deemed Transfer Notice, the date such notice is deemed to be served); and

28.7.2 the determination of the Transfer Price,

the Directors shall (unless the Transfer Notice is withdrawn in accordance with Article 28.5) offer the Sale Shares for sale in the manner set out in the remaining provisions of this Article 28 at the Transfer Price. Each offer shall be in writing and give details of the number and Transfer Price of the Sale Shares offered.

28.8 If the Sale Shares are Series B Preferred Shares, the Company shall offer them in the following order of priority:

28.8.1 first, to the holders of Series B Preferred Shares; and

28.8.2 second, to the holders of Series A Preferred Shares, Founder Shares and A Ordinary Shares (pro rata as if the same constituted one class of share),

in each case on the basis set out in Articles 28.11 to 28.19 (inclusive).

28.9 If the Sale Shares are Series A Preferred Shares, the Company shall offer them in the following order of priority:

28.9.1 first, to the holders of Series A Preferred Shares; and

28.9.2 second, to the holders of Series B Preferred Shares, Founder Shares and A Ordinary Shares (pro rata as if the same constituted one class of share),

in each case on the basis set out in Articles 28.11 to 28.19 (inclusive).

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28.10 If the Sale Shares are Ordinary Shares, the Company shall offer them in the following order of priority:

28.10.1 first, to any Employee Trust or Employee (other than the Founders) that the Directors may nominate for the purpose;

28.10.2 second, to the holders of Series B Preferred Shares, Series A Preferred Shares, Founder Shares and A Ordinary Shares (pro rata as if the same constituted one class of share),

in each case on the basis set out in Articles 28.11 to 28.19 (inclusive).

28.11 The Directors shall offer the Sale Shares to the First Offerees (other than the Seller), inviting them to apply in writing within the period from the date of the offer to the date 10 Business Days after the offer (both dates inclusive) (the “First Offer Period”) for the maximum number of Sale Shares they wish to buy.

28.12 If:

28.12.1 at the end of the First Offer Period, the number of Sale Shares applied for is equal to or exceeds the number of Sale Shares, the Directors shall allocate the Sale Shares to each First Offeree. In an offer pursuant to Article 28.10.1, the Sale Shares shall be allocated to the Employee Trust or Employees (other than the Founders) who has applied for Sale Shares in such proportions as the Board shall determine. In an offer pursuant to Article 28.9.1, the Sale Shares shall be allocated to each First Offeree who has applied for Sale Shares in the proportion which his existing holding of Series A Preferred Shares bears to the total number of Series A Preferred Shares held by all First Offerees (other than the Seller). In an offer pursuant to Article 28.8.1, the Sale Shares shall be allocated to each First Offeree who has applied for Sale Shares in the proportion which his existing holding of Series B Preferred Shares bears to the total number of Series B Preferred Shares held by all First Offerees (other than the Seller). Fractional entitlements shall be rounded down to the nearest whole number (save where such rounding would result in not all Sale Shares being allocated, in which case, the allocation of any such fractional entitlements shall be determined by the Directors). No allocation shall be made to a Member of more than the maximum number of Sale Shares which he has stated he is willing to buy;

28.12.2 not all Sale Shares are allocated following allocations in accordance with Article 28.12.1, but there are applications for Sale Shares that have not been satisfied, the Directors shall allocate the remaining Sale Shares to such applicants in accordance with the procedure set out in Article 28.12.1. The procedure set out in this Article 28.12.2 shall apply on any number of consecutive occasions until either all Sale Shares have been allocated or all applications for Sale Shares have been satisfied; and

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28.12.3 at the end of the First Offer Period, the total number of Sale Shares applied for is less than the number of Sale Shares, the Directors shall allocate the Sale Shares to the First Offerees in accordance with their applications. The balance (the “Initial Surplus Shares”) shall be dealt with in accordance with Articles 28.13 and 28.14.

28.13 At the end of the First Offer Period, the Directors shall offer the Initial Surplus Shares (if any) to the Second Offerees (other than the Seller), inviting them to apply in writing within the period from the date of the offer to the date 10 Business Days after the offer (both dates inclusive) (the “Second Offer Period”) for the maximum number of Initial Surplus Shares they wish to buy.

28.14 If:

28.14.1 at the end of the Second Offer Period, the number of Initial Surplus Shares applied for is equal to or exceeds the number of Initial Surplus Shares, the Directors shall allocate the Initial Surplus Shares to each Second Offeree who has applied for Initial Surplus Shares in the proportion which his existing holding of Shares of the classes required to be held by Second Offerees bears to the total number of Shares of the classes required to be held by all Second Offerees (other than the Seller). Fractional entitlements shall be rounded down to the nearest whole number (save where such rounding would result in not all Initial Surplus Shares being allocated, in which case, the allocation of any such fractional entitlements shall be determined by the Directors). No allocation shall be made to a Member of more than the maximum number of Initial Surplus Shares which he has stated he is willing to buy;

28.14.2 not all Initial Surplus Shares are allocated following allocations in accordance with Article 28.14.1, but there are applications for Initial Surplus Shares that have not been satisfied, the Directors shall allocate the remaining Initial Surplus Shares to such applicants in accordance with the procedure set out in Article 28.14.1. The procedure set out in this Article 28.14.2 shall apply on any number of consecutive occasions until either all Initial Surplus Shares have been allocated or all applications for Initial Surplus Shares have been satisfied; and

28.14.3 at the end of the Second Offer Period, the total number of Initial Surplus Shares applied for is less than the number of Initial Surplus Shares, the Directors shall allocate the Initial Surplus Shares to the Second Offerees in accordance with their applications. The balance (the “Second Surplus Shares”) shall, subject to Article 28.20, be offered to any other person in accordance with Article 28.19.

28.15 Where the Transfer Notice contains a Minimum Transfer Condition:

28.15.1 any allocation made under Articles 28.8 to 28.14 (inclusive) shall be conditional on the fulfilment of the Minimum Transfer Condition; and

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28.15.2 if the total number of Sale Shares applied for under Articles 28.8 to 28.14 (inclusive) is less than the number of Sale Shares, the Board shall notify the Seller and all those Members to whom Sale Shares have been conditionally allocated stating that the condition has not been met and that the relevant Transfer Notice has lapsed with immediate effect.

28.16 Where:

28.16.1 the Transfer Notice does not contain a Minimum Transfer Condition; or

28.16.2 the Transfer Notice includes a Minimum Transfer Condition which has been met, but allocations have not been made in respect of all the Sale Shares; or

28.16.3 allocations have been made in respect of all the Sale Shares,

the Directors shall, when no further offers or allocations are required to be made under Articles 28.8 to 28.14 (inclusive), give notice in writing of the allocations of Sale Shares (an “Allocation Notice”) to the Seller and each Member to whom Sale Shares have been allocated (each an “Applicant”). The Allocation Notice shall specify the number of Sale Shares allocated to each Applicant and the place and time for completion of the transfer of the Sale Shares (which shall be at least 10 Business Days, but not more than 15 Business Days, after the date of the Allocation Notice).

28.17 On the date specified for completion in the Allocation Notice, the Seller shall, against payment from an Applicant, transfer the Sale Shares allocated to such Applicant, in accordance with any requirements specified in the Allocation Notice.

28.18 If the Seller fails to comply with Article 28.17:

28.18.1 the Chairman (or, failing him, any other Director or some other person nominated by a resolution of the Directors) may, as agent on behalf of the Seller):

28.18.1.1 complete, execute and deliver in his name all documents necessary to give effect to the transfer of the relevant Sale Shares to the Applicants;

28.18.1.2 receive the Transfer Price and give a good discharge for it (and no Applicant shall be obliged to see to the distribution of the Transfer Price); and

28.18.1.3 enter the Applicants in the register of Members as the holders of the Shares purchased by them; and

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28.18.2 the Company shall pay the Transfer Price into a separate bank account in the Company’s name on trust (but without interest) for the Seller until he has delivered his certificate(s) for the relevant Shares (or an indemnity, in a form reasonably satisfactory to the Directors, in respect of any lost certificate, together with such other evidence (if any) as the Board may reasonably require to prove good title to those Shares) to the Company.

28.19 Where an Allocation Notice does not relate to all the Sale Shares or the Transfer Notice lapses pursuant to Article 28.15.2 then, subject to Article 28.20, the Seller may, at any time during the 30 Business Days following the date of service of the Allocation Notice, transfer the Sale Shares (in the case of a lapsed offer) or the Initial Surplus Shares (as the case may be) to any person at a price at least equal to the Transfer Price. The sale of the Sale Shares (following the lapse of a Transfer Notice) in accordance with this Article 28.19 shall continue to be subject to any Minimum Transfer Condition.

28.20 The Seller’s right to transfer Shares under Article 28.19 does not apply if the Directors reasonably consider that:

28.20.1 the transferee is a person (or a nominee for a person) whom the Directors determine to be a competitor (or a Member of the Same Group as a competitor) of the business of any Group Company;

28.20.2 the sale of the Sale Shares is not bona fide or the price is subject to a deduction, rebate or allowance to the transferee; or

28.20.3 the Seller has failed or refused to promptly provide information reasonably requested from him and available to him to enable the Directors to form the opinion referred to in Article 28.20.2.

29. VALUATION

29.1 The Transfer Price for each Sale Share the subject of a Transfer Notice (or Deemed Transfer Notice) shall, save where expressly provided otherwise in these Articles, be the price per Sale Share (in cash) set out in the Transfer Notice as being the Proposed Sale Price or if no Proposed Sale Price is stated (or in the case of a Deemed Transfer Notice) as agreed between the Directors (any Director with whom the Seller is connected not voting) and the Seller or, in default of agreement within 10 Business Days of the date of service of the Transfer Notice (or, in the case of a Deemed Transfer Notice, the date on which the board of Directors first has actual knowledge of the facts giving rise to such deemed service), the Fair Value of each Sale Share.

29.2 The Fair Value shall be the price per Sale Share determined by the Independent Expert using commonly accepted and used valuation conventions and techniques applicable to the relevant industry sector and adopting the following bases and assumptions:

29.2.1 valuing the Sale Shares as on an arm’s-length sale between a willing seller and a willing buyer as at the date the Transfer Notice was served (or deemed served);

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29.2.2 if the Company is then carrying on business as a going concern, on the assumption that it will continue to do so;

29.2.3 that the Sale Shares are capable of being transferred without restriction;

29.2.4 having regard to the rights and restrictions attached to the Sale Shares in respect of income, capital and voting;

29.2.5 any re-classification to take place pursuant to Articles 28.3 or 28.4 shall be disregarded in the determination of the Transfer Price of a share being offered for sale;

29.2.6 valuing the Sale Shares as a rateable proportion of the total value of all the issued Shares without any premium or discount being attributable to the percentage of the issued share capital of the Company which they represent; and

29.2.7 reflecting any other factors which the Independent Expert reasonably believes should be taken into account.

29.3 If any difficulty arises in applying any of these assumptions or bases then the Independent Expert shall resolve that difficulty in whatever manner it shall in its absolute discretion think fit.

29.4 The Directors will give the Independent Expert access to all accounting records or other relevant documents of the Group, subject to it agreeing such confidentiality provisions as the Directors may reasonably impose.

29.5 The Directors and the Seller are entitled to make submissions to the Independent Expert and shall provide (or procure that others provide) the Independent Expert with such assistance and documents as the Independent Expert may reasonably require for the purpose of reaching a decision.

29.6 The Independent Expert shall act as expert and not as arbitrator and its determination shall be final and binding on the parties (in the absence of fraud or manifest error).

29.7 The Independent Expert shall be requested to determine the Fair Value within 15 Business Days of its appointment and to deliver its certificate to the Company. As soon as reasonably practicable following receipt, the Company shall deliver a copy of the certificate to the Seller.

29.8 The cost of obtaining the Independent Expert’s certificate shall be borne by the Company and the Seller equally or in such other proportions as the Independent Expert directs unless:

29.8.1 the Seller withdraws the relevant Transfer Notice in accordance with Article 28.5; or

29.8.2 in respect of a Deemed Transfer Notice, the Fair Value is less than the price per Sale Share offered to the Seller by the Directors before the appointment of the Independent Expert,

in which case the Seller shall bear the cost.

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30. COMPULSORY TRANSFERS

30.1 A person entitled to a Share in consequence of the bankruptcy of a Member (or equivalent procedure in any jurisdiction outside Jersey) shall be deemed to have given a Transfer Notice in respect of that Share at such time as the Directors may determine.

30.2 If a Member which is a body corporate becomes bankrupt or either suffers or resolves to appoint a liquidator, administrator or administrative receiver over it, or any material part of its assets (other than a voluntary liquidation for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or suffers or takes any equivalent action in any jurisdiction outside Jersey, that Member shall be deemed to have given a Transfer Notice in respect of all Shares held by it at such time as the Directors may determine.

30.3 If there is a change in control (as ‘control’ is defined in section 1124 of the CTA) of any Member which is a company, it shall be bound at any time, if and when required in writing by the Directors to do so, to give (or procure the giving in the case of a nominee) a Transfer Notice in respect of all the Shares registered in its name (or the name of its nominee(s)) save that, where that Member acquired Shares as a Permitted Transferee of an Original Member, it shall first be permitted to transfer those Shares back to the Original Member from whom it received its Shares or to any other Permitted Transferee of that Original Member before being required to serve a Transfer Notice. This Article 30.3 shall not apply to a Member that is an Investor.

30.4 Forthwith upon a Transfer Notice being deemed to be served under this Article 30, the Shares subject to the relevant Deemed Transfer Notice (“Restricted Shares”) shall cease to confer on the holder of them any rights:

30.4.1 to vote (whether on a show of hands, on a poll or otherwise and whether in person, by proxy or otherwise), including in respect of any resolution of any class of Shares; and

30.4.2 to receive dividends or other distributions.

30.5 The Directors may reinstate the rights referred to in Article 30.4 at any time and, in any event, such rights shall be reinstated in respect of any Shares transferred pursuant to the Transfer Notice referred to in Article 30.4.

31. MANDATORY OFFER ON CHANGE OF CONTROL

31.1 In the event that a proposed transfer of Shares (other than a transfer of Shares made pursuant to Article 27 or Article 30, but after the operation of the pre-emption procedure set out in Article 28), whether made as one or as a series of transactions (a “Proposed Transfer”) would, if completed, result in any person (the “Buyer”), together with any person acting in concert with the Buyer, acquiring a Controlling Interest, the remaining provisions of this Article 31 shall apply.

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31.2 The Seller shall procure that, prior to the completion of the Proposed Transfer, the Buyer shall make an offer (the “Offer”) to each Member on the date of the Offer other than any holder(s) of Restricted Shares, to buy all of the Equity Shares held by such Members on the date of the Offer for a consideration in cash per Equity Share (the “Offer Price”) which is equal to the highest price per Equity Share offered, paid or to be paid by the Buyer, or any person acting in concert with the Buyer, for any Equity Shares in connection with the Proposed Transfer or any transaction in the 12 calendar months preceding the date of completion of the Proposed Transfer PROVIDED THAT the consideration for which a Member shall be entitled to sell each C Ordinary Share pursuant to the Offer shall be equal to the Offer Price less £0.372 per share.

31.3 The Offer shall be made by notice in writing (an “Offer Notice”) addressed to each Member on the date of the Offer other than any holder(s) of Restricted Shares at least 10 Business Days (the “Offer Period”) before the date fixed for completion of the Proposed Transfer (the “Sale Date”). To the extent not described in any accompanying documents, the Offer Notice shall specify:

31.3.1 the identity of the Buyer (and any person(s) acting in concert with the Buyer);

31.3.2 the Offer Price (and the price per C Ordinary Share) and any other terms and conditions of the Offer;

31.3.3 the Sale Date; and

31.3.4 the number of Equity Shares which would be held by the Buyer (and persons acting in concert with the Buyer) on completion of the Proposed Transfer.

31.4 The completion of the Proposed Transfer shall be conditional in all respects on:

31.4.1 the making of an Offer in accordance with this Article 31; and

31.4.2 the completion of the transfer of any Equity Shares by any Member (each an “Accepting Member”) who accepts the Offer within the Offer Period,

and the Directors shall refuse to register any Proposed Transfer made in breach of this Article 31.

31.5 The Proposed Transfer is, but the purchase of Shares from Accepting Members pursuant to an Offer made under this Article 31 shall not be, subject to the pre-emption provisions of Article 28.

32. DRAG ALONG

32.1 If:

32.1.1 a Series B Majority;

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32.1.2 a Series A Majority;

32.1.3 the holders of a majority of the Exit Shares in issue for the time being (treating the Exit Shares as the same class for this purpose);

32.1.4 Peter Bauer (if he remains an Active Founder); and

32.1.5 Neil Murray (if he remains an Active Founder),

(together, the “Selling Members”) wish to transfer all of their interest in Equity Shares (“Sellers’ Shares”) to a bona fide arm’s-length purchaser (“Proposed Buyer”), the Selling Members shall have the option (“Drag Along Option”) to require all the other holders of Equity Shares on the date of the request (“Called Members”) to sell and transfer all their interest in Equity Shares with full title guarantee to the Proposed Buyer (or as the Proposed Buyer may direct) in accordance with the provisions of this Article 32.

32.2 The Selling Members may exercise the Drag Along Option by giving notice in writing to that effect (a “Drag Along Notice”), at any time before the completion of the transfer of the Sellers’ Shares, to the Company which the Company shall forthwith copy to the Proposed Buyer and each Called Member. A Drag Along Notice shall specify:

32.2.1 that the Called Members are required to transfer all their Equity Shares (“Called Shares”) pursuant to this Article 32;

32.2.2 the identity of the Proposed Buyer (and, if relevant, the transferee(s) nominated by the Proposed Buyer);

32.2.3 the consideration payable for the Called Shares calculated in accordance with Article 32.4;

32.2.4 the proposed date of completion of transfer of the Called Shares.

32.3 Once given, a Drag Along Notice may not be revoked save with the prior consent of the Directors. However, a Drag Along Notice shall lapse if, for any reason, the Selling Members have not completed the transfer of all the Sellers’ Shares to the Proposed Buyer (or as the Proposed Buyer may direct) within 30 Business Days of serving the Drag Along Notice. The Selling Members may serve further Drag Along Notices following the lapse of any particular Drag Along Notice.

32.4 The consideration for which the Called Members shall be obliged to sell each of the Called Shares shall be:

32.4.1 that to which they would be entitled if the total consideration proposed to be paid by the Proposed Buyer were distributed to the holders of the Called Shares and the Sellers’ Shares in accordance with the provisions of Article 19; and

32.4.2 in the same form of consideration as is received by the Selling Members.

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32.5 No Drag Along Notice shall require a Called Member to agree to any terms except those specifically set out in this Article 32.

32.6 Completion of the sale and purchase of the Called Shares shall take place on the same date as, and conditional upon the completion of, the sale and purchase of the Sellers’ Shares unless:

32.6.1 all of the Called Members and the Selling Members otherwise agree; or

32.6.2 that date is less than 10 Business Days after the date of service of the Drag Along Notice, in which case completion of the sale and purchase of the Called Shares shall take place 15 Business Days after the date of service of the Drag Along Notice.

32.7 Within 15 Business Days of the Selling Members serving a Drag Along Notice on the Called Members, the Called Members shall deliver stock transfer forms for their Equity Shares in favour of the Proposed Buyer (or as the Proposed Buyer may direct), together with the share certificate(s) in respect of those Equity Shares (or a suitable indemnity in respect thereof) to the Company. On the expiration of that 15 Business Day period the Company shall pay the Called Members, on behalf of the Proposed Buyer, the amounts they are respectively due pursuant to Article 32.4 to the extent the Proposed Buyer has put the Company in the requisite funds. The Company’s receipt for the amounts due pursuant to Article 32.4 shall be a good discharge to the Proposed Buyer. The Company shall hold the amounts due to the Called Members pursuant to Article 32.4 in trust for the Called Members without any obligation to pay interest.

32.8 To the extent that the Proposed Buyer has not, on the expiration of the 10 Business Day period, put the Company in funds to pay the amounts due pursuant to Article 32.4, the Called Members shall be entitled to the return of the stock transfer forms and share certificate(s) (or suitable indemnity) for the relevant Equity Shares and the Called Members shall have no further rights or obligations under this Article 32 in respect of that Drag Along Option.

32.9 If any Called Member fails to deliver to the Company a duly executed stock transfer form (or forms) in respect of the Called Shares held by him (together with the share certificate(s) in respect of those Called Shares (or a suitable indemnity in respect thereof)) the defaulting Called Member shall be deemed to have appointed any person nominated for the purpose by the Selling Members to be his agent to execute and deliver all necessary transfers on his behalf, against receipt by the Company (on trust for such holder) of the consideration payable for the Called Shares. After the Proposed Buyer (or person(s) nominated by the Proposed Buyer) has been registered as the holder of any such Called Shares, the validity of such proceedings shall not be questioned by any person. Failure to produce a share certificate shall not impede the registration of any transfer of Shares under this Article 32.

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32.10 Upon any person, following the issue of a Drag Along Notice, becoming a Member (or increasing an existing shareholding) including, without limitation, pursuant to the exercise of any option, warrant or other right to acquire or subscribe for, or to convert any security into, Equity Shares, whether or not pursuant to a Share Option Plan (a “New Member”), a Drag Along Notice shall be deemed to have been served upon the New Member, on the same terms as the previous Drag Along Notice, and the New Member shall then be bound to sell and transfer all such Equity Shares acquired by him to the Proposed Buyer (or as the Proposed Buyer may direct) and the provisions of this Article 32 shall apply mutatis mutandis to the New Member, save that completion of the sale of such Equity Shares shall take place forthwith upon the later of the Drag Along Notice being deemed served on the New Member and the date of completion of the sale of the Called Shares.

32.11 A transfer of Called Shares to a Proposed Buyer (or as the Proposed Buyer may direct) pursuant to a sale in respect of which a Drag Along Notice has been duly served (or deemed served) shall not be subject to the pre-emption provisions of Article 28.

32.12 Any Transfer Notice or Deemed Transfer Notice served in respect of the transfer of any Share which has not completed before the date of service of a Drag Along Notice shall automatically be revoked by the service (or deemed service) of a Drag Along Notice.

33. CO-SALE

33.1 No transfer (other than a Permitted Transfer) of any of the Equity Shares held by a Founder or a Permitted Transferee of a Founder may be made or validly registered to the extent that it results in a transfer by the relevant Founder or Permitted Transferee: (i) of more than 5 per cent of the Equity Shares equivalent to the number of Mimecast UK Equity Shares held by the relevant Founder as at 12 September 2012 in any 12 month period following 12 September 2012; or (ii) of more than 10 per cent of the Mimecast UK Equity Shares held by the relevant Founder as at 12 September 2012, unless the relevant Founder or Permitted Transferee (a “Selling Founder”) shall have observed the following procedures of this Article 33.

33.2 After the Selling Founder has gone through the pre-emption process set out in Article 28, but prior to selling or agreeing to sell any Sale Shares pursuant to Article 28.19, the Selling Founder shall give to the Investors and the other holders of Founder Shares (an “Equity Holder”) not less than 15 Business Days’ notice in advance of the proposed sale (a “Co-Sale Notice”). The Co-Sale Notice shall specify:

(a) the identity of the proposed purchaser (the “Co-Sale Buyer”);

(b) the price per share which the Co-Sale Buyer is proposing to pay;

(c) the manner in which the consideration is to be paid;

(d) the number of Equity Shares which the Selling Founder proposes to sell; and

(e) the address where the counter-notice should be sent.

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33.3 Each Equity Holder shall be entitled within five Business Days after receipt of the Co-Sale Notice, to notify the Selling Founder that they wish to sell a certain number of Equity Shares held by them at the proposed sale price, by sending a counter-notice which shall specify the number of Equity Shares which such Equity Holder wishes to sell. The maximum number of shares which an Equity Holder can sell under this procedure shall be:

where

X is the number of Equity Shares held by the Equity Holder;

Y is the total number of Equity Shares;

Z is the number of Equity Shares the Selling Founder proposes to sell.

Any Equity Holder who does not send a counter-notice within such five Business Day period shall be deemed to have specified that they wish to sell no shares.

33.4 Following the expiry of five Business Days from the date the Equity Holders receive the Co-Sale Notice, the Selling Founder shall be entitled to sell to the Co-Sale Buyer on the terms notified to the Equity Holders a number of shares not exceeding the number specified in the Co-Sale Notice less any shares which Equity Holders have indicated they wish to sell, provided that at the same time the Co-Sale Buyer (or another person) purchases from the Equity Holders the number of shares they have respectively indicated they wish to sell on terms no less favourable than those obtained by the Selling Founder from the Co-Sale Buyer.

33.5 No sale by the Selling Founder shall be made pursuant to any Co-Sale Notice more than three months after service of that Co-Sale Notice.

33.6 Sales made in accordance with this Article 33 shall not be subject to Article 28.

34. MEMBERS’ RESOLUTIONS IN WRITING

34.1 A resolution in writing (including a Special Resolution but excluding a resolution removing an auditor) signed by Members (who would be entitled to receive notice of and to attend and vote at a general meeting at which such a resolution would be proposed) or by their duly appointed agents or attorneys representing such number of voting rights of eligible Members as would have been required to pass such resolution on a poll taken at a meeting of the Members (or of a class of Members) shall be as valid and effectual as if it had been passed at a general meeting of the Company duly convened and held.

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34.2 Any such resolution may consist of several documents in the like form each signed by one or more of the Members or their agent or attorneys and signature in the case of a corporate body which is a Member shall be sufficient if made by a director or other duly authorised officer thereof or its duly appointed agent or attorney.

35. GENERAL MEETINGS

35.1 The Directors may whenever they think fit, and upon a requisition made in writing by Members in accordance with the Law the Directors shall, convene a general meeting of the Company.

35.2 Each general meeting shall be held at such time and such place (either in or outside Jersey) as may be determined by the Directors.

35.3 At any general meeting called pursuant to a requisition, unless such meeting is called by the Directors, no business other than that stated in the requisition as the objects of the meeting shall be transacted.

36. NOTICE OF GENERAL MEETINGS

36.1 At least fourteen clear days’ notice shall be given of every general meeting. Every notice shall specify the place, the day and the time of the meeting, the general nature of the business to be transacted at the meeting and, in the case of an annual general meeting, shall specify the meeting as such. Notice of every meeting shall be given in the manner hereinafter mentioned to all the Members and to the Directors and to the auditors.

36.2 A meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in Article 36.1, be deemed to have been duly called if it is so agreed:

36.2.1 in the case of an annual general meeting, by all the Members entitled to attend and vote thereat;

36.2.2 in the case of any meeting (other than an annual general meeting) at which it is intended to propose a resolution as a special resolution, by a majority in number of Members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent of the total voting rights of the Members who have that right; and

36.2.3 in the case of any other meeting, by a majority in number of Members having a right to attend and vote at the meeting, being a majority together holding not less than ninety per cent of the total voting rights of the Members who have that right.

36.3 In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Member.

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36.4 It shall be the duty of the Company, subject to the provisions of the Law, on the calling of a meeting on the requisition in writing of such number of Members as is specified by the Law:

36.4.1 to give to the Members entitled to receive notice of general meetings and to the Directors notice of any resolution which may properly be moved and which it is intended to move at that meeting; and

36.4.2 to circulate to Members entitled to have notice of any general meeting sent to them, any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

36.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

37. PROCEEDINGS AT GENERAL MEETINGS

37.1 The business of an annual general meeting shall be to receive and consider the accounts of the Company and the reports of the Directors and auditors (if any), to elect Directors (if necessary), to elect auditors (if applicable) and fix their remuneration, to declare a dividend if thought fit so to do, and to transact any other business of which notice has been given.

37.2 No business shall be transacted at any general meeting except the appointment of a Chairman in accordance with Article 37.3 and/or the adjournment of the meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Such quorum shall consist of not less than two Members present in person, but so that not less than two individuals will constitute the quorum provided that, if at any time all of the issued shares in the Company are held by one Member, such quorum shall consist of the Member present in person.

37.3 The Chairman shall chair general meetings. If there is no Chairman in office for the time being, or the Chairman is unable to attend any general meeting, the Directors present (or, if no Directors are present, the meeting) must appoint another Director present at the meeting (or, if no Directors are present, a Member) to chair the meeting and the appointment of the chairman of the meeting must be the first business of the meeting.

37.4 If within half an hour from the time appointed for the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened by or upon the requisition of Members, shall be dissolved. If otherwise convened the meeting shall stand adjourned to the same day in the next week at the same time and place or such day, time and place as the Directors shall determine.

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37.5 The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid, it shall not be necessary to give any notice of any adjourned meeting or of the business to be transacted at an adjourned meeting.

37.6 If a Member is by any means in communication with one or more other Members so that each Member participating in the communication can hear what is said by any other of them, each Member so participating in the communication is deemed to be present in person at a meeting with the other Members so participating, notwithstanding that all the Members so participating are not present together in the same place. A meeting at which any or all of the Members participate as aforesaid shall be deemed to be a general meeting of the Company for the purposes of these Articles notwithstanding any other provisions of these Articles and all of the provisions of these Articles and of the Law relating to general meetings of the Company and to the proceedings thereat shall apply, mutatis mutandis, to every such meeting.

37.7 The Directors and the auditors shall be entitled to receive notice of and to attend and speak at any meeting of Members.

38. VOTING

38.1 Save where otherwise provided in these Articles, no person shall be entitled to be present or take part in any proceedings or vote either personally or by proxy at any general meeting unless his name has been entered in the Register as a holder of the shares in respect of which he claims to vote.

38.2 Save where otherwise provided in the Law or in these Articles, all resolutions shall be adopted if approved by a majority of the votes cast. In the event of an equality of votes at any general meeting, whether upon a show of hands or on a poll, the chairman shall not be entitled to a second or casting vote.

38.3 The Founder Shares carry the right to ten votes per share held.

38.4 In relation to any resolution or written resolution of the Company, the Series A Preferred Shares together shall carry the right to the same proportion of the total number of votes capable of being cast as is represented by the proportion that the issued Series A Preferred Shares bears to aggregate of the Preferred Shares and the Ordinary Shares in issue at that time. Such votes shall be split between the holders of Series A Preferred Shares pro rata to the number of Series A Preferred Shares held.

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38.5 In relation to any resolution or written resolution of the Company, the Series B Preferred Shares together shall carry the right to the same proportion of the total number of votes capable of being cast as is represented by the proportion that the issued Series B Preferred Shares bears to aggregate of the Preferred Shares and the Ordinary Shares in issue at that time. Such votes shall be split between the holders of Series B Preferred Shares pro rata to the number of Series B Preferred Shares held.

38.6 The A Ordinary Shares each carry the right to one vote per share.

38.7 The B Ordinary Shares do not carry the right to vote.

38.8 The C Ordinary Shares do not carry the right to vote.

38.9 The Deferred Shares do not carry the right to vote.

38.10 The Founder Shares, the Series A Preferred Shares, the Series B Preferred Shares and the A Ordinary Shares carry the right to receive notice of and to attend, speak and vote at all general meetings of the Company and on any written resolution of the Company. The B Ordinary Shares, the C Ordinary Shares and the Deferred Shares do not carry the right to receive notice of or to attend speak or vote at general meetings of the Company or to receive or vote on any written resolution of the Company.

38.11 Every resolution put to a general meeting of the Company shall be determined by a poll.

38.12 Where there are joint registered holders of any share, such persons shall not have the right of voting individually in respect of such share but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election the person whose name appears first in order in the Register in respect of such share shall be the only person entitled to vote in respect thereof.

38.13 A Member for whom a special or general attorney is appointed or who is suffering from some other legal incapacity or interdiction in respect of whom an order has been made by any court having jurisdiction (whether in Jersey or elsewhere) in matters concerning legal incapacity or interdiction may vote, whether on a show of hands or on a poll, by his attorney, curator, or other person authorised in that behalf appointed by that court, and any such attorney, curator or other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of such attorney, curator or other person may be required by the Directors prior to any vote being exercised by such attorney, curator or other person.

38.14 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

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38.15 Where a person is authorised under Article 39.8 to represent a body corporate at a general meeting of the Company the Directors or the chairman of the meeting may require such person to produce a certified copy of the resolution from which the authority of such person is derived.

39. PROXIES FOR GENERAL MEETINGS AND CORPORATE MEMBERS

39.1 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member.

39.2 The instrument appointing a proxy in respect of a meeting or adjourned meeting or for the taking of a poll at which the person named in the instrument proposes to vote must be deposited at the Office no later than the time specified in the notice calling the meeting (as determined by the Directors, in accordance with the Law) together with:

39.2.1 the power of attorney or other authority (if any) under which it is signed; or

39.2.2 a copy of that power or authority certified as a true copy to the satisfaction of the Secretary.

39.3 A Member may, by one or more instruments specifically identifying the number (and, if applicable, the class) of shares to which it relates and otherwise complying with these Articles, appoint different proxies in respect of different shares held by such Member and who shall each have the right to attend, speak and vote at the meeting for which he is appointed. Each such proxy shall take effect in accordance with these Articles only in respect of such specified number of shares held by such Member.

39.4 The instrument appointing a proxy may be in any common form or in any other form approved by the Directors including the following form:

“(_Insert name of Company_)

I/We (            ) of (            ) being a Member/Members of the above named Company hereby appoint (            ) of (            ) or failing him (            ) of (            ) as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary as the case may be) general meeting of the Company to be held on the (            ) day of (            ) and at any adjournment thereof.

Signed this (            ) day of (            )”

39.5 Unless the contrary is stated thereon the instrument appointing a proxy shall be as valid as well for any adjournment of the meeting as for the meeting to which it relates.

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39.6 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting or the taking of the poll at which the proxy is used.

39.7 The Directors may at the expense of the Company send by post or otherwise to the Members instruments of proxy (with or without provision for their return prepaid) for use at any general meeting or at any separate meeting of the holders of any class of shares of the Company either in blank or nominating in the alternative any one or more of the Directors or any other persons. If for the purpose of any meeting invitations to appoint as proxy a person or one or more of a number of persons specified in the invitations are issued at the Company’s expense they shall be issued to all (and not to some only) of the Members entitled to be sent a notice of the meeting and to vote thereat by proxy.

39.8 Any body corporate which is a Member may by resolution of its directors or other governing body authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of Members (or of any class of Members). The person or persons so authorised shall be entitled to exercise on behalf of the body corporate which is represented the same powers as that body corporate could exercise if it were an individual provided always that, where more than one person is authorised to represent a body corporate and more than one person purports to exercise a power on behalf of that body corporate:

39.8.1 if each such person purports to exercise the power in the same way, the power is treated as exercised in that way; and

39.8.2 if each such person does not purport to exercise the power in the same way, the power is treated as not exercised.

40. NOTICES

40.1 Any notice to be given to or by any person pursuant to these Articles shall be in writing. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.

40.2 Any notice may be posted to or left at the registered address of any person, and any notice so posted shall be deemed to be served one clear day after the day it was posted.

40.3 Any Member present in person at any meeting of the Company shall, for all purposes, be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

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40.4 Any notice or document served on a Member shall, notwithstanding that such Member be then dead or bankrupt and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served on such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the shares of such Member.

40.5 Notwithstanding any of the provisions of these Articles, any notice to be given by the Company to a Director or to a Member may be given in any manner agreed in advance by any such Director or Member.

41. INDEMNITY AND INSURANCE

41.1 Subject to Article 41.2, but without prejudice to any indemnity to which a Relevant Officer is otherwise entitled:

41.1.1 each Relevant Officer shall, so far as the Law allows, be indemnified out of the Company’s assets against all costs, charges, losses, expenses and liabilities incurred by him as a Relevant Officer in the actual or purported execution and/or discharge of his duties, or in relation thereto, including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted, or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part, or in connection with any application in which the court grants him, in his capacity as a Relevant Officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or other Group Company’s) affairs; and

41.1.2 the Company may provide any Relevant Officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 41.1 and otherwise may take any action to enable such Relevant Officer to avoid incurring such expenditure.

41.2 This Article 41 does not authorise any indemnity to the extent it would be prohibited or rendered void by any provision of the Law.

41.3 The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any Relevant Officer in respect of any Relevant Loss.

41.4 In this Article 41:

41.4.1 Relevant Loss means any loss or liability which has been or may be incurred by a Relevant Officer in connection with that Relevant Officer’s duties or powers in relation to the Company (or other Group Company) or any pension fund or employees’ share scheme of the Company (or other Group Company); and

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41.4.2 Relevant Officer means any director or other officer or former director or other officer of any Group Company, but excluding in each case any person engaged by a Group Company as auditor (whether or not he is also a director or other officer), to the extent he acts in his capacity as auditor.

42. DATA PROTECTION

42.1 Each of the Members and Directors (from time to time) consents to the processing of his personal data by the Company, its Members and Directors (each a “Recipient”) for the purposes of due diligence exercises, compliance with applicable laws, regulations and procedures and the exchange of information amongst themselves. A Recipient may process such personal data either electronically or manually.

42.2 The personal data that may be processed for such purposes under this Article 42 shall include any information which may have a bearing on the prudence or commercial merits of investing in, or disposing of any Shares (or other investment or security) in, the Company. Save as required by law, court order or any regulatory authority, that personal data shall not be disclosed by a Recipient or any other person, except to:

42.2.1 a Member of the Same Group as the Recipient (each a “Recipient Group Company”);

42.2.2 employees, directors and professional advisers of that Recipient or any Recipient Group Company; and

42.2.3 funds managed by any of the Recipient Group Companies.

42.3 Each of the Members and Directors consent (from time to time) to the transfer of such personal data to persons acting on behalf of any Recipient and to the offices of any Recipient, both within and outside the European Economic Area, for the purposes stated above, where it is necessary or desirable to do so.

43. PROCESS FOR TERMINATING ACTIVE FOUNDER STATUS

43.1 Subject to Article 43.15, if a Founder ceases at any time to be employed by, or to provide his services to, any Group Company pursuant to a Relevant Contract (a “Relevant Founder”), any Director (a “Serving Director”) may convene a meeting of the Board (an “Evaluation Meeting”) by giving notice in writing (an “Evaluation Notice”) to the Company, each of the Directors and each of the Founders (including the Relevant Founder). The purpose of an Evaluation Meeting shall be for the Board (excluding the Relevant Founder) to determine whether or not the Relevant Founder remains active (or should otherwise be deemed to be active) in the business of any Group Company and, accordingly, whether or not such Relevant Founder should continue to retain his status as an Active Founder.

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43.2 An Evaluation Notice:

43.2.1 must specify a date, time and place for the Evaluation Meeting (such date being a Business Day which is not less than 10 days after the date of the Evaluation Notice); and

43.2.2 may contain such other information as the Serving Director may deem necessary or appropriate for consideration by the Directors.

43.3 If the Relevant Founder wishes to attend the Evaluation Meeting, he shall promptly (and, in any event, not less than 2 days prior to the Evaluation Meeting) notify the Company of such fact and deliver to the Company any documents or information which the Relevant Founder wishes the Board to consider at the Evaluation Meeting.

43.4 The quorum for an Evaluation Meeting shall be all of the Directors other than the Relevant Founder.

43.5 At an Evaluation Meeting, the Board shall consider:

43.5.1 any materials or information which accompanied the Evaluation Notice;

43.5.2 any materials or information submitted to the Company by the Relevant Founder for consideration at the Evaluation Meeting pursuant to and in accordance with Article 43.3;

43.5.3 any other materials or information which any Director present at the Evaluation Meeting may deem necessary or appropriate; and

43.5.4 subject to Article 43.16, whether the Relevant Founder either:

43.5.4.1 remains active (or should otherwise be deemed to be active) in the business of any Group Company, and should therefore retain his status as an Active Founder; or

43.5.4.2 is no longer active (and should not otherwise be deemed to be active) in the business of any Group Company, and should therefore lose his status as an Active Founder.

43.6 If a resolution pursuant to Article 43.5.4.2 is passed unanimously by the Directors present at the Evaluation Meeting (excluding the Relevant Founder, if applicable), the Relevant Founder shall not cease to be an Active Founder, but the Company shall promptly notify the Relevant Founder of the Board’s decision (an “Active Founder Termination Notice”).

43.7 Upon receipt of an Active Founder Termination Notice, the Relevant Founder shall have 10 days to deliver to the Company a notice (an “Appeal Notice”) appealing the decision of the Directors taken at the Evaluation Meeting. An Appeal Notice must be accompanied by a written submission from the Relevant Founder setting out:

43.7.1 the reasons for appealing the decision taken at the Evaluation Meeting;

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43.7.2 the basis upon which the Relevant Founder believes he continues to be actively involved in the business of a Group Company (or should otherwise be deemed to be active); and

43.7.3 any other materials or information which the Relevant Founder wishes the Directors to consider.

43.8 Upon receipt of an Appeal Notice, the Company shall promptly convene a second meeting of the Board (a “Second Evaluation Meeting”). If the Relevant Founder does not serve an Appeal Notice within the 10 day period referred to in Article 43.7, the Relevant Founder shall cease to be an Active Founder immediately upon the expiry of such 10 day period.

43.9 The chairman of the Board will confirm the date, time and location of the Second Evaluation Meeting to the Relevant Founder in writing not less than 7 days prior to the meeting.

43.10 If the Relevant Founder wishes to attend the Second Evaluation Meeting, he shall promptly (and, in any event, not less than 2 days prior to the Second Evaluation Meeting) notify the Company of such fact.

43.11 The quorum for a Second Evaluation Meeting shall be all of the Directors, including the Relevant Founder, where the Relevant Founder has notified the Company of his intention to attend pursuant to and in accordance with Article 43.10. If the necessary quorum is not present within 30 minutes from the time appointed for the meeting, or if, during a meeting, such quorum ceases to be present, the meeting shall stand adjourned to such time and place as the Directors determine (and notify to the Directors including the Relevant Founder) being no less than 2 and no more than 5 days later. If the Relevant Founder is not present at any such adjourned meeting within 30 minutes from the time appointed, then the meeting shall proceed provided that all the Directors other than the Relevant Founder are present, and the quorum for any subsequently adjourned meeting shall be all of the Directors other than the Relevant Founder.

43.12 At a Second Evaluation Meeting, the Board shall consider:

43.12.1 the written submissions from the Relevant Founder which accompanied the Appeal Notice;

43.12.2 any other materials or information which any Director present at the Second Evaluation Meeting may deem necessary or appropriate; and

43.12.3 subject to Article 43.16, whether the Relevant Founder either:

43.12.3.1 remains active (or should otherwise be deemed to be active) in the business of any Group Company, and should therefore retain his status as an Active Founder; or

43.12.3.2 is no longer active (and should not otherwise be deemed to be active) in the business of any Group Company, and should therefore lose his status as an Active Founder.

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43.13 If a resolution pursuant to Article 43.12.3.2 is not passed unanimously by the Directors present at the Second Evaluation Meeting (excluding the Relevant Founder, if applicable), the Relevant Founder shall continue to have his status as an Active Founder and the Company shall promptly notify the Relevant Founder of the Board’s decision at the Second Evaluation Meeting.

43.14 If a resolution pursuant to Article 43.12.3.2 is passed unanimously by the Directors present at the Second Evaluation Meeting (excluding the Relevant Founder, if applicable), the Relevant Founder shall immediately cease to be an Active Founder and the Company shall promptly:

43.14.1 notify the Relevant Founder of the Board’s decision at the Second Evaluation Meeting; and

43.14.2 re-classify all of the Founder Shares held by the Relevant Founder as A Ordinary Shares (and, for such purpose, the Company is appointed to act as attorney for and on behalf of the Relevant Founder to execute and deliver such documents as the Board may deem necessary or appropriate for the purpose of effecting such re-classification).

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43.15 There shall be no limit on the number of times an Evaluation Notice may be served but no Evaluation Notice may be served during the 6 month period immediately following the service of the previous Evaluation Notice.

43.16 For all purposes under or in connection with this Article 43, whether or not a Relevant Founder:

43.16.1 is active in the business of any Group Company; and/or

43.16.2 should be deemed to be active in the business of any Group Company,

shall be determined by the Board (excluding the Relevant Founder) in its absolute discretion (but having regard to their statutory duties as directors of the Company).

44. SHARE PREMIUM ACCOUNT AND RESERVE FUND

44.1 There shall be transferred to a share premium account as required by the Law, the amount or value of any premium paid up on shares issued by the Company.

44.2 The Directors may from time to time:

44.2.1 transfer amounts to a share premium account from any other account of the Company other than its capital redemption reserve or nominal capital account; or

44.2.2 set aside any part of the profits of the Company to create a reserve fund, and may apply the same either by employing it in the business of the Company or by investing it in such a manner as they think fit.

44.3 Any reserve fund created pursuant to Article 44.2.1 or 44.2.2 may be applied for the purpose of maintaining the property of the Company, replacing wasting assets, meeting contingencies, forming an insurance fund, or for any other purpose for which the profits of the Company may lawfully be used, and until the same shall be applied it shall remain as a reserve of profit.

45. EXECUTION OF INSTRUMENTS, SEALS AND AUTHENTICATION OF DOCUMENTS

45.1 The Company may have a common seal and may, in accordance with the Law, have an official seal for use outside of Jersey and an official seal for sealing securities issued by the Company or for sealing documents creating or evidencing securities so issued. The Directors shall provide for the safe custody of all seals. No seal of the Company shall be used except by the authority of a resolution of the Directors or of a committee of the Directors authorised in that behalf by the Directors.

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45.2 The Directors may, by resolution, authorise a person or persons to witness the affixing of the Company’s common seal to any Written Instrument to which the Company is a party. In the absence of an express authorisation, either generally or with respect to a specific Written Instrument, any two Directors or a Director and the Secretary, are authorised to witness the affixing of the Company’s common seal to any Written Instrument to which the affixing of the common seal has been approved by the Directors.

45.3 Written Instruments to which the Company’s common seal is not to be affixed may be signed on behalf of the Company by such person or persons as the Directors may from time to time by resolution authorise. In the absence of an express authorisation, either generally or with respect to a specific Written Instrument, any one Director is authorised to sign any Written Instrument on behalf of the Company.

45.4 Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company (including the Memorandum of Association and these Articles) and any resolutions passed by the Company or the Directors and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where books, records, documents or accounts are elsewhere than at the Office, the local manager or other officer of the company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.

46. CAPITALISATION

46.1 The Company may upon the recommendation of the Directors, resolve that it is desirable to capitalise any sum standing to the credit of its share premium account, capital redemption reserve, profit and loss account or other account or reserve of the Company and that the Directors be authorised and directed to appropriate the amount resolved to be capitalised to the Members in the proportion in which such amount would have been divisible amongst them had the same been applicable and had been applied in making a distribution, and to apply such amount on their behalf, either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by such Members respectively, or in paying up in full either at par or at such premium as the said resolution may provide, any unissued shares or, subject to the Law, debentures of the Company, such shares or debentures to be allotted and distributed, credited as fully paid up, to and amongst such Members in the proportions aforesaid, or partly in one way and partly in the other. The Company may not capitalise any undistributed profits that are required to be applied in paying dividends in respect of any share entitled to a fixed or preferential dividend.

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46.2 Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the amount resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of certificates representing part of a shareholding or fractions of shares or by payments in cash or otherwise as they think fit in the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the Members entitled to the benefit of such appropriations and applications into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, and any agreement made under such authority shall be effective and binding on all such Members.

47. ACCOUNTS AND AUDIT

47.1 The Company shall keep accounting records and the Directors shall prepare accounts of the Company, made up to such date in each year as the Directors shall from time to time determine, in accordance with and subject to the provisions of the Law.

47.2 No Member shall have any right to inspect any accounting records or other book or document of the Company except as conferred by the Law or these Articles or authorised by the Directors or by resolution of the Company.

47.3 Where required by the Law or determined to be necessary or appropriate for any other reason, auditors shall be appointed for any period or periods either by the Directors or the Company by resolution in general meeting, to examine the accounts of the Company and to report thereon in accordance with the Law.

48. WINDING UP

48.1 Subject to any particular rights or limitations for the time being attached to any shares, as may be specified in these Articles or upon which such shares may be issued (including pursuant to Article 19), if the Company is wound up, the assets available for division among the Members shall be divided and paid to Members pro rata according to the number of shares held by each Member at the time of the commencement of the winding up save that, where any share is not fully paid, that share shall only carry the right to receive a payment calculated on the basis of the proportion that the amount paid up on that share bears to the aggregate issue price of that share.

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48.2 If the Company is wound up, the Company may, with the sanction of a Special Resolution and any other sanction required by the Law, divide the whole or any part of the assets of the Company among the Members in specie and the liquidator or, where there is no liquidator, the Directors, may, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different classes of Members, and with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with the like sanction determines, but no Member shall be compelled to accept any assets upon which there is a liability.

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EX-3.2

EXHIBIT 3.2

Company no. 119119

COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

MIMECAST LIMITED

Company no. 119119

COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

MIMECAST LIMITED

1. The name of the Company is Mimecast Limited.

2. The Company is a public company.

3. The Company is a par value company.

4. The share capital of the Company is US$3,660,000 divided into 300,000,000 ordinary shares with a par value of US$0.012 each and 5,000,000 preferred shares with a par value of US$0.012 each (which may be issued in such class or classes as the directors of the Company may determine in accordance with the articles of association of the Company).

5. The liability of a member of the Company is limited to the amount unpaid (if any) on such member’s share or shares.

Company no. 119119

COMPANIES (JERSEY) LAW 1991

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

MIMECAST LIMITED

CONTENTS

Article	Page
PRELIMINARY		1
INTERPRETATION		1
SHARE CAPITAL		7
RIGHTS ATTACHED TO SHARES		7
UNISSUED SHARES		9
REDEMPTION AND PURCHASE OF SHARES		10
COMMISSIONS AND BROKERAGE		11
TRUSTS NOT RECOGNISED		11
RENUNCIATION OF ALLOTMENT		11
VARIATION OF RIGHTS		11
ALTERATION OF SHARE CAPITAL		12
SHARE CERTIFICATES AND TITLE TO SHARES		13
CALLS ON SHARES		14
FORFEITURE AND LIEN		15
TRANSFER OF SHARES		17
TRANSMISSION OF SHARES		19
UNTRACED SHAREHOLDERS		20
GENERAL MEETINGS		21
NOTICE OF GENERAL MEETINGS		21
PROCEEDINGS AT GENERAL MEETINGS		22
VOTING		25
VOTES OF MEMBERS		25
PROXIES AND CORPORATE REPRESENTATIVES		26
DIRECTORS		31
APPOINTMENT AND RETIREMENT OF DIRECTORS		32
ALTERNATE DIRECTORS		36
PROCEEDINGS OF DIRECTORS		37
DIRECTORS’ INTERESTS AND CONFLICTS OF INTEREST		38

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DIRECTORS’ FEES	40
DIRECTORS’ EXPENSES	40
BORROWING POWERS	41
GENERAL POWERS OF DIRECTORS	41
ASSOCIATE DIRECTORS	43
SECRETARY	43
THE SEAL	43
AUTHENTICATION OF DOCUMENTS	44
DISTRIBUTIONS AND DIVIDENDS	44
RESERVES	47
CAPITALISATION OF RESERVES	48
RECORD DATES	50
REGISTER	50
MINUTES AND BOOKS	51
ACCOUNTS	51
AUDITORS	52
COMMUNICATIONS	52
WINDING UP	57
INDEMNITY AND INSURANCE	57

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PRELIMINARY

1. This document comprises the articles of association of the Company. The regulations constituting the Standard Table in the Companies (Standard Table) (Jersey) Order 1992 shall not apply to the Company.

INTERPRETATION

2. In these Articles, unless the context requires otherwise:

address includes a number or address used for the purposes of sending or receiving documents or information by electronic means;

these Articles means these articles of association as altered from time to time;

Auditors means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;

bankrupt has the meaning given to it in the Interpretation (Jersey) Law 1954;

Board means the board of directors for the time being of the Company or the Directors present or deemed to be present at a duly convened meeting of the Directors at which a quorum is present;

Cause means, in relation to the removal of a Director, (i) the Director’s conviction for, or plea of guilty or nolo contendere to the charge of, a serious felony involving (a) moral turpitude or (b) a violation of U.S. federal or state securities laws, but excluding any conviction based entirely on vicarious liability; or (ii) the Director’s commission of any material act of dishonesty (such as embezzlement) resulting or intended to result in material personal gain or enrichment of such Director at the expense of the Company or any of its subsidiaries and which act, if made the subject of criminal charges, would be reasonably likely to be charged as a felony and, for these purposes, the terms “nolo contendere”, “felony” and “moral turpitude” shall have the meanings given to them by the laws of the USA or any relevant state thereof and shall include any equivalent acts in any other jurisdiction;

Class I Directors means, as at the date of adoption of these Articles, the Initial Class I Directors and any person who subsequently becomes a Class I Director in accordance with Article 126;

Class II Directors means, as at the date of adoption of these Articles, the Initial Class II Directors and any person who subsequently becomes a Class II Director in accordance with Article 126;

Class III Directors means, as at the date of adoption of these Articles, the Initial Class III Directors and any person who subsequently becomes a Class III Director in accordance with Article 126;

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clear days means, in relation to the giving of a notice, the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

Companies Laws means the Law, the Electronic Communications Law and all statutes adopted in Jersey (including any orders, regulations or other subordinate legislation made under such statutes) from time to time in force concerning companies in so far as they apply to the Company;

communication includes an electronic communication;

depositary certificate has the meaning given to that expression in Article 57(8) of the Law;

Director means a director for the time being of the Company;

Director Class has the meaning given in Article 121;

distribution has the meaning given to that expression in Article 114 of the Law;

dividend means a distribution that is identified as a dividend and made in accordance with the provisions of Article 180;

DTC means the Depositary Trust Company or any successor corporation;

DTC Depositary means Cede & Co. and/or any other custodian, depositary or nominee of DTC which holds Ordinary Shares under arrangements that facilitate the holding and trading of beneficial interests in such Ordinary Shares in the DTC System;

DTC Proxy means, in relation to any Ordinary Shares held by the DTC Depositary, any person who is, for the purposes of any general meeting or resolution, appointed a proxy (whether by way of instrument of proxy, power of attorney, mandate or otherwise) by:

(a) the DTC Depositary; or

(b) a proxy, attorney or other agent appointed by any other person whose authority is ultimately derived (whether directly or indirectly) from the DTC Depositary;

DTC System means the electronic system operated by DTC by which title to securities or interests in securities may be evidenced and transferred in dematerialised form;

electronic communication has the meaning given in Article 1(1) of the Electronic Communications Law;

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Electronic Communications Law means the Electronic Communications (Jersey) Law 2000;

electronic signature has the meaning given in Article 1(1) of the Electronic Communications Law;

Exchange Act means the Securities Exchange Act of 1934 of the USA and the rules and regulations promulgated thereunder;

Group means the Company and its subsidiaries from time to time;

holder means, in relation to any shares, the member whose name is entered in the Register as the holder of those shares;

Initial Class I Directors means Norman Fiore and Bernard Dallé;

Initial Class II Directors means Christopher FitzGerald and Neil Murray;

Initial Class III Directors means Jeffrey Lieberman, Peter Bauer and Hagi Schwartz;

Jersey means the island of Jersey;

Law means the Companies (Jersey) Law 1991;

member means a member of the Company (being a holder of shares in the capital of the Company);

Memorandum of Association means the document of the same name of the Company, as altered from time to time;

month means calendar month;

NASDAQ means the NASDAQ Global Market;

NASDAQ Rules means the rules of NASDAQ;

Office means the registered office for the time being of the Company;

ordinary resolution means a resolution of the Company in general meeting passed by a simple majority of the votes cast at that meeting;

Ordinary Share means an ordinary share in the capital of the Company with a nominal value of US$0.012 and having the rights attaching thereto prescribed in these Articles;

paid up means paid up or credited as paid up;

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Preferred Share means a preferred share in the capital of the Company with a nominal value of US$0.012 designated as a Preferred Share by the Directors and allotted and issued in one or more classes in accordance with the provisions of the Law and these Articles and having the rights provided for in these Articles and in any Statement of Rights and, in these Articles, except when referred to under their separate classes, the term Preferred Shares shall mean all such shares;

present in person in relation to general meetings of the Company and to meetings of the holders of any class of shares, shall include present by attorney or by proxy or, in the case of a corporate shareholder, by representative;

Principal Register means the Register maintained in Jersey;

Register means the register of members of the Company (and, unless the context requires otherwise, includes any overseas branch register) to be kept and maintained in accordance with these Articles and the Companies Laws;

Seal means any common or official seal that the Company has and is permitted to have under the Companies Laws;

special resolution means a resolution of the Company passed as a special resolution in accordance with the Law save that the majority required to pass the resolution shall be three quarters of the votes cast by those Members who (being entitled to do so) vote in person or by proxy at the relevant meeting;

Statement of Rights means, in relation to each class of Preferred Share, a memorandum approved by the Directors setting out the specific rights and obligations attaching to the Preferred Shares of such class which are in addition to those rights and obligations contained in, and determined in accordance with, these Articles;

Transfer Office means:

(a) in relation to the Principal Register, the location in Jersey where the Principal Register is kept and maintained; and

(b) where the Company keeps an overseas branch register in respect of any country, territory or place outside of Jersey (not being in the United Kingdom), the location in that country, territory or place where that overseas branch register is kept and maintained;

United Kingdom means the United Kingdom of Great Britain and Northern Ireland;

USA and U.S. means the United States of America and its territories and possessions, including the District of Columbia;

US Branch Register means the overseas branch register of the Company, if any, maintained in the USA; and

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year means calendar year.

3. In these Articles, unless the context requires otherwise:

(a) the expression debenture shall include debenture stock and the expression debenture holder shall include debenture stockholder;

(b) the expression Secretary means the secretary for the time being of the Company and includes any person appointed by the Board to perform any of the duties of the secretary including a joint, assistant or deputy secretary;

(c) the expression officer shall include, in relation to a body corporate, a director, alternate director, manager, executive officer and company secretary (including, in the case of the Company, the Directors, any alternate Directors, the Secretary and any executive officers of the Company who are not Directors) but shall not include auditors (being, in the case of the Company, the Auditors);

(d) references to writing mean the representation or reproduction of words, symbols or other information in a legible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise, and written shall be construed accordingly;

(e) references to a document or information being sent, supplied or given to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and sending, supplying and giving shall be construed accordingly;

(f) references to a document being signed or to signature include references to its being signed under hand or under Seal or by any other method and, in the case of an electronic communication, such references are to its being authenticated by electronic means as specified by the Board in accordance with these Articles or (where the Board has made no specification) to an electronic signature;

(g) references to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person;

(h) a person shall be considered ‘resident in the United Kingdom’ if they would be considered as such for the purposes of United Kingdom tax law;

(i) words importing the singular number include the plural and vice versa;

(j) words importing one gender include all genders and words importing persons include a body corporate;

5

(k) any word or expression defined in the Companies Laws on the adoption of these Articles shall, if not inconsistent with the subject or context and unless otherwise expressly defined in these Articles, bear the same meaning in these Articles except that company shall mean any body corporate;

(l) a reference to any statute or statutory instrument or any provision of a statute or statutory instrument includes any modification or re-enactment of that statute, statutory instrument or provision for the time being in force;

(m) any reference to:

(i) rights attaching to any share;

(ii) members having a right to attend and vote at general meetings of the Company;

(iii) dividends being paid, or any other distribution of the Company’s assets being made, to members; or

(iv) interests in a certain proportion or percentage of the issued share capital, or any class of share capital,

shall, unless otherwise expressly provided by the Companies Laws, be construed as though any treasury shares held by the Company had to be cancelled;

(n) headings are inserted for convenience only and do not affect the construction of these Articles; and

(o) a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles.

4. For the purposes of these Articles, unless the context requires otherwise:

(a) a document or information is sent or supplied in electronic form if it is sent or supplied:

(i) by electronic means (for example, by e-mail or fax); or

(ii) by any other means while in an electronic form (for example, sending a disk by post),

and references to electronic copy have a corresponding meaning;

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(b) a document or information is sent or supplied by electronic means if it is:

(i) sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data; and

(ii) entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means,

and references to electronic means have a corresponding meaning;

(c) a document or information is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read, and references to hard copy have a corresponding meaning;

(d) a document or information authorised or required by these Articles to be sent or supplied in electronic form must be sent or supplied in a form, and by a means, that the sender or supplier reasonably considers will enable the recipient to read it and to retain a copy of it; and

(e) a document or information can be read only if:

(i) it can be read with the naked eye; or

(ii) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.

SHARE CAPITAL

5. The authorised share capital of the Company is as specified in the Memorandum of Association of the Company.

RIGHTS ATTACHED TO SHARES

6. The shares of the Company shall have the rights and be subject to the conditions contained in these Articles and, in the case of any Preferred Share of any class, in the Statement of Rights relating thereto.

7. The rights attaching to Ordinary Shares are as follows:

(a) As regards distributions (other than on a winding up) - Subject to the Law and the provisions of these Articles, each Ordinary Share shall confer on the holder thereof the right to receive such distributions or dividends as the Directors may declare after any payment to the members holding shares of any other class other than Ordinary Shares of any amount then payable in accordance with the relevant Statement of Rights or other terms of issue of that class.

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(b) As regards winding up—If the Company is wound up, the holder of an Ordinary Share shall be entitled, following payment to the members holding shares of any class other than Ordinary Shares of all amounts then payable to them in accordance with the relevant Statement of Rights or other terms of issue of that class, to repayment of the nominal amount of the capital paid up thereon and thereafter any surplus assets of the Company then remaining shall be distributed pari passu among the holders of Ordinary Shares pro rata to the number of Ordinary Shares held by each member at the time of the commencement of the winding up. If any share is not fully paid up, that share shall only carry the right to receive a distribution calculated on the basis of the proportion that the amount paid up on that Ordinary Share bears to the issue price of that Ordinary Share.

(c) As regards voting—At any general meeting of the Company and any separate class meeting of the holders of Ordinary Shares every holder of Ordinary Shares who is present in person shall have one vote for every Ordinary Share of which he is the holder.

(d) As regards redemption – Subject to Article 15(a), the Ordinary Shares are not redeemable.

8. Subject to the provisions of these Articles, the rights and obligations attaching to any Preferred Share shall be determined at the time of issue by the Directors in their absolute discretion. Each Preferred Share shall be issued by the Directors on behalf of the Company as part of a class. The rights and obligations attaching to each class of Preferred Shares, in addition to those set out in these Articles, shall be set out in a Statement of Rights.

9. The Statement of Rights in respect of each class of Preferred Shares may, without limitation, comprise or include:

(a) the class to which each Preferred Share shall belong, such class to be designated with a class number and, if the Directors so determine, title;

(b) details of any distributions or dividends payable in respect of the relevant class;

(c) details of rights attaching to shares of the relevant class to receive a return of capital or distribution on a winding up of the Company or otherwise;

(d) details of the voting rights attaching to shares of the relevant class (which may provide, without limitation, that each Preferred Share shall have more than one vote on a poll at any general meeting of the Company);

(e) a statement as to whether shares of the relevant class are redeemable (either at the option of the members and/or the Company) and, if so, on what terms such shares are redeemable (including, without limitation, and only if so determined by the Directors, the amount for which such shares shall be redeemed (or a method or formula for determining the same) and the date on which they shall be redeemed);

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(f) a statement as to whether shares of the relevant class are convertible (either at the option of the member and/or the Company) and, if so, on what terms such shares are convertible;

(g) any other rights, obligations and restrictions attaching to Preferred Shares of any class as the Directors may determine in their discretion; and/or

(h) the price at which shares of the relevant class shall be issued.

10. Once a Statement of Rights has been adopted for a class of Preferred Share, then:

(a) subject to Article 9, it shall be binding on members and Directors as if contained in these Articles;

(b) the provisions of Article 19 shall apply to any variation or abrogation thereof that may be effected by the Company;

(c) each Statement of Rights shall be filed on behalf of the Company with the Registrar of Companies in Jersey pursuant to and in accordance with Article 54 of the Law;

(d) all moneys payable on or in respect of any Preferred Share which is the subject thereof (including, without limitation, the subscription and any redemption moneys in respect thereof) shall be paid in the currency for which such Preferred Share is issued; and

(e) upon the redemption of a Preferred Share (if it is redeemable) pursuant to the Statement of Rights relating thereto, the holder thereof shall cease to be entitled to any rights in respect thereof and, accordingly, his name shall be removed from the Register and the share shall thereupon be cancelled or held as a treasury share.

11. Without prejudice to any rights for the time being attached to any existing shares or class of shares and subject to the provisions of the Companies Laws, any share may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, return of capital, transfer, voting, conversion or otherwise, as the Company may from time to time by special resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may from time to time determine.

UNISSUED SHARES

12. Subject to the provisions of the Companies Laws and these Articles, all unissued shares of the Company (whether forming part of the existing or any increased capital) shall be at the disposal of the Board which may allot (with or without conferring a right of renunciation), grant options over, offer or otherwise deal with

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or dispose of such shares to such persons, at such times and generally on such terms and conditions as the Board may determine. Securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights or obligations may also be issued by the Board without the approval of the members or entered into by the Company upon a resolution of the Board to that effect on such terms, conditions and other provisions as are fixed by the Board including, without limitation, conditions that preclude or limit any person owning or offering to acquire a specified number or percentage of the shares of the Company in issue, other shares, option rights, securities having conversion or option rights or obligations of the Company or the transferee of such person from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights or obligations.

13. The Board may allot and issue shares in the Company to any person and without any obligation to offer such shares to the members (whether in proportion to the existing shares held by them or otherwise).

14. The Company may issue fractions of shares in accordance with, and subject to the provisions of, the Law, provided that:

(a) a fraction of a share shall be taken into account in determining the entitlement of a member as regards distributions, dividends or on a winding up; and

(b) a fraction of a share shall not entitle a member to a vote in respect thereof.

REDEMPTION AND PURCHASE OF SHARES

15. Subject to the provisions of the Companies Laws:

(a) and to any rights attached to any existing shares, the Company may issue, or with the sanction of a special resolution convert any existing non-redeemable share (whether issued or not) into, a share which is to be redeemed, or is liable to be redeemed either in accordance with its terms or at the option of the Company or the holder;

(b) the Company may purchase, or may enter into a contract under which it will or may purchase, any of its own shares of any class (including any redeemable shares) and in relation thereto, neither the Company nor the Board shall be required to select the shares to be purchased rateably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to distributions, dividends or capital conferred by any class of shares; and

(c) the Company may hold as treasury shares any shares purchased or redeemed by it.

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COMMISSIONS AND BROKERAGE

16. The Company may pay commissions or brokerage fees in respect of the issue of shares on such terms as the Directors may think proper.

TRUSTS NOT RECOGNISED

17. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (save as otherwise provided by these Articles or by law) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.

RENUNCIATION OF ALLOTMENT

18. The Board may at any time after the allotment of any share but before any person has been entered in the Register as the holder:

(a) recognise a renunciation thereof by the allottee in favour of some other person and accord to any allottee of a share a right to effect such renunciation; and/or

(b) allow the rights represented thereby to be one or more participating securities,

in each case upon and subject to such terms and conditions as the Board may from time to time think fit to impose.

VARIATION OF RIGHTS

19. Whenever the share capital of the Company is divided into different classes of shares, any of the special rights attached to any class may, subject to the provisions of the Companies Laws, be varied or abrogated (either whilst the Company is a going concern or during or in contemplation of a winding up) with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class but not otherwise.

20. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company and to the proceedings thereat shall apply mutatis mutandis, except that any holder of shares of the class shall have one vote in respect of every share of the class held by him.

21. Article 19 shall apply to the variation or abrogation of the special rights attached to only some of the shares of such class as if the shares concerned and the remaining shares of such class formed separate classes, or to any scheme for the distribution (though not in accordance with legal rights) of assets in money or in kind in or before liquidation, or to any contract for the sale or disposal of the whole or any part

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of the Company’s property or business determining the way in which as between the several classes of shareholders the purchase considerations shall be distributed, and generally to any alteration, contract, compromise or arrangement which the persons voting thereon could, if sui juris and holding all the shares of the class, consent to or enter into, and such resolution shall be binding upon all holders of shares of the class.

22. Save as otherwise provided in these Articles, the special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied or abrogated by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company or voting in some or all respects pari passu therewith but in no respect in priority thereto, or by any reduction of the capital paid up thereon, or by any purchase or redemption by the Company of its own shares. The rights conferred upon the holders of Ordinary Shares shall be deemed not to be varied by the creation or issue of any Preferred Shares or any other class of preferred or preference share with such special rights attaching to them as may be set out in a Statement of Rights or other terms of issue or the redemption or conversion of Preferred Shares of any class or preferred or preference shares of any class in accordance with the applicable Statement of Rights or other terms of issue.

ALTERATION OF SHARE CAPITAL

23. The Company may from time to time by special resolution alter its Memorandum of Association to increase its capital by such sum to be divided into shares of such amounts as the resolution shall prescribe. All new shares shall, save in so far as may be otherwise provided by the terms of issue thereof, be subject to the provisions of these Articles with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.

24. The Company may from time to time by special resolution alter its Memorandum of Association to:

(a) consolidate, or consolidate and divide, all or any of its share capital into shares of a larger amount than its existing shares;

(b) cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of its capital by the amount of the shares so cancelled;

(c) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association provided that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to unissued or new shares; or

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(d) alter its share capital in any other way permitted by the Companies Laws.

25. Whenever as a result of a consolidation, consolidation and sub-division or sub-division of shares any members would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit. In particular, the Board may sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Companies Laws, the Company) and distribute the net proceeds of sale in due proportion among those members and the Board may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. For the purposes of effecting the sale, the Board may arrange for the shares representing the fractions to be entered in the Register as shares. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.

26. Subject to the provisions of the Companies Laws, the Company may by special resolution reduce its share capital or any capital redemption reserve or share premium account in any way.

27. Subject to the provisions of the Companies Laws, the Company may make a distribution to its members from its share premium account or any other account permitted by the Companies Laws.

SHARE CERTIFICATES AND TITLE TO SHARES

28. Every person whose name is entered in the Register as holder in respect of any shares of any class (except a person in respect of whom the Company is not by law required to issue a share certificate including without limitation pursuant to the Companies (Transfers of Shares – Exemptions) (Jersey) Order 2014) shall be entitled without payment to a certificate therefor, upon the issue thereof within two months after allotment (or such shorter period as the terms of issue shall provide), and upon the transfer thereof within two months after lodgement of transfer (not being a transfer which the Company is for any reason entitled to refuse to register and does not register). The Company shall not be bound to register more than four persons as the joint holders of a share and in the case of a share held jointly by several persons the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to any one of such persons shall be sufficient delivery to all.

29. Every share certificate shall be signed under a Seal or signed by two Directors or by one Director and the Secretary and shall specify the number and class of the shares to which it relates and the amount or respective amounts unpaid (if any) on the shares and (if required by the Companies Laws) the distinguishing numbers of such shares. The Board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them.

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30. Where a member transfers only part of the shares comprised in a share certificate the old certificate shall be cancelled and a new certificate for the balance of such shares issued in lieu without charge.

31. Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu without charge.

32. If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as may be specified, the Board may, if it thinks fit, comply with such request.

33. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and (in either case) the payment of any exceptional out-of-pocket expenses of the Company in connection with the request as the Board may think fit. Subject as aforesaid, no charge will be made for a new share certificate issued to replace one that has been damaged, lost or destroyed.

34. In the case of shares held jointly by several persons, any such request may be made by any one of the joint holders except where the certificate is alleged to be lost, stolen or destroyed in which case the request is subject to any condition as to evidence and indemnity as the Board may think fit.

CALLS ON SHARES

35. The Board may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue thereof made payable at fixed times. Each member shall (subject to receiving at least 14 clear days’ notice specifying the time or times and place of payment) pay to or as directed by the Company at the time or times and place so specified the amount called on his shares.

36. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable by instalments. A call may be wholly or in part revoked or postponed as the Board may from time to time determine.

37. The joint holders of a share shall be jointly and severally liable to pay all calls and all payments to be made in respect thereof. Subject to the Companies Laws, a person upon whom a call is made shall remain liable for calls made upon him, notwithstanding the subsequent transfer of the shares on which the call was made.

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38. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the Board in its absolute discretion may determine, together with all expenses that may have been incurred by the Company by reason of such non-payment, but the Board shall be at liberty in any case or cases to waive payment of such interest and expenses wholly or in part.

39. Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at a fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by or pursuant to the terms of issue the same becomes payable. In the case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

40. The Board may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.

41. The Board may if it thinks fit receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of call shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate as may be agreed between the member paying such sum and the Board but any such advance payment shall not entitle the holder of the share to participate in respect of such amount in any distribution or dividend.

FORFEITURE AND LIEN

42. If a member fails to pay in full any call or instalment of a call on the day appointed for payment thereof, the Board may at any time thereafter serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any costs, charges and expenses incurred by the Company by reason of such non-payment.

43. The notice shall name a further day (not being less than 14 clear days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.

44. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all distributions and dividends declared and other moneys payable in respect of the forfeited share and not actually paid before forfeiture. The Board may accept a surrender of any share liable to be forfeited.

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45. When any share has been forfeited, notice of the forfeiture shall forthwith be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give such notice.

46. A share so forfeited or surrendered shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board thinks fit, and at any time before a sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as the Board thinks fit. The Board may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.

47. A person whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares (and shall surrender to the Company for cancellation the certificate (if any) for such shares) but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may in its absolute discretion determine from the date of forfeiture or surrender until payment, but the Board may in its sole and absolute discretion waive payment of such interest either wholly or in part. The Board may enforce payment, without any allowance for the value of the shares at the time of forfeiture or surrender.

48. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys payable to the Company (whether presently or not) in respect of such share. The Company’s lien on a share shall extend to all distributions, dividends or other moneys payable thereon or in respect thereof. The Board may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article.

49. The Company may sell in such manner as the Board thinks fit any share on which the Company has a lien, but no sale shall be made unless the period for the payment or discharge of some part at least of the debt or liability in respect of which the lien exists shall have actually arrived nor until the expiration of 14 clear days after a notice stating and demanding payment or discharge thereof and giving notice of intention to sell in default shall have been given to the holder for the time being of the share or the person entitled thereto by reason of the death, bankruptcy or incapacity of such holder.

50. The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists so far as the same are presently payable and any residue shall upon surrender to the Company for cancellation of the certificate (if any) for the shares sold and (in any case) subject to a like lien for debts or liabilities the period for the payment or discharge of which has not actually arrived as existed upon the shares prior to the sale be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Board may authorise some person to sign an instrument of transfer to transfer the shares sold to the purchaser.

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51. A statutory declaration or affidavit that the declarant is a Director or the Secretary (or an officer of a corporate Secretary) and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration or affidavit and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the share certificate (if required) delivered to a purchaser or allottee thereof shall (subject to the execution of an instrument of transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

TRANSFER OF SHARES

52. A transfer of shares may be effected by an instrument of transfer (if the same be required) in any usual or common form or in any other form acceptable to the Board and may be under hand only. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully paid shares) by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect thereof.

53. The registration of transfers may be suspended at such times and for such periods (not exceeding 30 days in any year) as the Board may from time to time determine either generally or in respect of any class of shares.

54. The Board may, in its absolute discretion, refuse to register any instrument of transfer of a share:

(a) which is not fully paid up;

(b) on which the Company has a lien;

(c) to a minor under 18 years of age, a person who is bankrupt or a person who is mentally disordered or a patient for the purpose of any statute relating to mental health (including an “interdict” as defined in the Law); or

(d) if the transfer was not registered under the U.S. securities laws and such transfer is being made pursuant to an exemption from registration under the U.S. securities laws, unless the transferor provides evidence satisfactory to the Directors that such transfer satisfies the terms of such exemption,

but shall not otherwise refuse to register a transfer of shares made in accordance with these Articles.

55. The Board may decline to recognise any instrument of transfer relating to shares unless the instrument:

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(a) has been left at the Office, the Transfer Office or at such other place as the Board may decide, for registration;

(b) is accompanied by the certificate (if any) for the shares to be transferred and such other evidence (if any) as the Board may reasonably require to prove the title of the intending transferor or his right to transfer the shares; and

(c) is in respect of only one class of shares.

56. Unless otherwise agreed by the Board in any particular case, the maximum number of persons who may be entered on the Register as joint holders of a share is four.

57. For all purposes of these Articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the Board shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.

58. If the Board refuses to register a transfer of a share then, within two months after the date on which the instrument of transfer was lodged with the Company the Board shall send to the transferee notice of the refusal together with the instrument of transfer.

59. Subject to Article 60, all instruments of transfer which are registered may be retained by the Company; and subject to the Companies Laws, the Company shall be entitled to destroy:

(a) all instruments of transfer which have been registered at any time after the expiration of ten years from the date of registration thereof;

(b) all distribution and dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof;

(c) all share certificates which have been cancelled at any time after the expiration of one year from the date of cancellation thereof;

(d) all appointments of proxy which have been used for the purposes of a poll, at any time after the expiration of one year from the date of such use, and all appointments of proxy which have not been used for the purposes of a poll, at any time after one month from the end of the meeting to which the appointments of proxy relates and at which no poll was demanded; and

(e) any other document on the basis of which any entry in the Register is made at any time after the expiry of ten years from the date an entry in the Register was first made in respect of it,

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and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company.

60. Article 59 applies only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant and nothing in Article 59 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of Article 59.

61. References in Articles 59 and 60 to the destruction of any document include references to the disposal thereof in any manner.

62. No fee will be charged by the Company in respect of the registration of any instrument of transfer, probate, letters of administration, certificate of marriage or death, stop notice, power of attorney or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

TRANSMISSION OF SHARES

63. In the case of the death of a shareholder, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by him.

64. Any guardian of an infant member, any curator bonis or guardian or other legal representative of a member under legal incapacity or disability and any person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as hereinafter provided) upon supplying the Company with such evidence as the Board may reasonably require to show his title to the share either require to be registered himself as a holder of the share by giving to the Company notice to that effect or transfer such share to some other person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the event giving rise thereto had not occurred and the notice or transfer were a transfer executed by such member.

65. Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of any event giving rise to transmission by operation of law shall upon supplying the Company with such evidence as the Board may reasonably require to show his title to the share be entitled to the same distributions, dividends and other advantages as those to which he would be entitled

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if he were the registered holder of the share, but he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to meetings of the Company until he shall have been registered as a member in respect of the share. Provided always that the Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share, and if within 60 days the notice is not complied with, the Board may in its absolute discretion withhold payment of distributions, dividends and other moneys payable in respect of such share until such time as the notice is complied with. Where two or more persons are jointly entitled by transmission to a share they shall for the purposes of these Articles be treated as if they were joint holders of such share registered in the order in which their names have been supplied to the Company or such other order as the person requiring to be registered may by notice to the Company have prescribed at that time.

UNTRACED SHAREHOLDERS

66. The Company shall be entitled to sell at the best price reasonably obtainable any share of a member or any share to which a person is entitled by transmission if and provided that:

(a) during a period of 12 years at least three cash distributions or dividends have become payable in respect of the share to be sold and have been sent by the Company in accordance with these Articles;

(b) during that period of 12 years no cash distribution or dividend payable in respect of the share has been claimed, no cheque, warrant, order or other payment for a distribution or dividend has been cashed, no distribution or dividend sent by means of a funds transfer system has been paid and no communication has been received by the Company from the member or the person entitled by transmission to the share;

(c) the Company has, at the expiration of the said period of 12 years by advertisement in at least one newspaper with a national circulation in the USA and in a newspaper circulating in the area in which the address on the Register or otherwise the last known postal address given by the member or the person entitled by transmission is located, given notice of its intention to sell such share; and

(d) the Company has not during the further period of three months after the date of publication of the advertisements (or the later publication date if the two advertisements are not published on the same day) and prior to the exercise of the power of sale received any communication from the member or person entitled by transmission.

67. To give effect to any sale under Article 66 the Company may appoint any person to execute as transferor an instrument of transfer of such share (if such an instrument is required) and such instrument of transfer shall be as effective as if it had been executed by the registered holder of or person entitled by the transmission to such share. The Company shall account to the member or other person entitled to such share for the net proceeds of such sale by carrying all moneys in respect thereof to

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a separate account which shall be a debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such member or other person. Moneys carried to such separate account may either be employed in the business of the Company or investments (other than shares of the Company or its holding company if any) as the Board may from time to time think fit. No interest shall be paid in respect of such moneys and the Company shall not be bound to account for any money earned thereon.

GENERAL MEETINGS

68. The Board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirements of the Companies Laws.

69. The Board may convene any other general meeting whenever it thinks fit and at such time and place as the Board may determine. On the request of members pursuant to the provisions of the Companies Laws, the Board shall convene a general meeting in accordance with the requirements of the Companies Laws.

70. Unless otherwise provided by the Statement of Rights with respect to any Preferred Shares, the members may not pass ordinary or special resolutions in writing and any written resolutions of the members shall be void and of no effect.

NOTICE OF GENERAL MEETINGS

71. An annual general meeting and any other general meeting (whether convened for the passing of an ordinary or a special resolution) shall be called by at least 14 clear days’ notice.

72. Notice of every general meeting shall be given to all members (other than those who under the provisions of these Articles or any restrictions imposed on any shares are not entitled to receive such notices from the Company), to each Director and to the Auditors provided that the Company may determine that only those persons entered on the Register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such notice.

73. The accidental omission to give notice of a meeting or to send any document or other information relating to the meeting to any person entitled to receive it, or the non-receipt of any such notice, document or information, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at any general meeting.

74. Every notice calling a general meeting shall specify the place of the meeting and the time and date of the meeting, and there shall appear with reasonable prominence in every such notice a statement to the effect that a member is entitled to appoint one or more proxies (who need not be members) to exercise all or any of his rights to attend and to speak and vote at the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him.

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75. Every notice calling an annual general meeting shall specify the meeting as such.

76. Every notice calling a general meeting at which business other than routine business is to be transacted shall specify the general nature of such business and, if any resolution is to be proposed as a special resolution, shall contain a statement to that effect.

77. Routine business shall mean and include only business transacted at an annual general meeting of the following classes, that is to say:

(a) considering and adopting the accounts, the reports of the Directors (if any) and Auditors and other documents required to be annexed to the accounts;

(b) appointing or re-appointing Directors to fill vacancies arising at the meeting on expiration of a term of office or otherwise;

(c) re-appointing the retiring Auditors;

(d) fixing the remuneration of the Auditors or determining the manner in which such remuneration is to be fixed;

(e) the grant, renewal, extension or variation of any authority for the Company to make purchases of shares or depositary certificates in its own capital and (if so desired) to hold any shares so purchased as treasury shares; and

(f) the renewing or regranting of an existing authority for a scrip dividend alternative.

For the avoidance of doubt, business other than routine business may also be transacted at any annual general meeting.

78. Any member present in person at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

79. For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company may specify a time in the notice of the meeting, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. In calculating the 48 hour period mentioned in this Article, no account is to be taken of any part of a day that is not a working day, unless the Directors decide otherwise in relation to a specific meeting.

PROCEEDINGS AT GENERAL MEETINGS

80. No business (other than the appointment of a chairman) shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. The quorum for any general meeting shall be at least two members present in person who are entitled to vote and who represent between them not less than one third of the shares in issue as at the record date of such general meeting (but so that not less than two individuals shall constitute a quorum).

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81. The chairman of the Board, failing whom a deputy chairman (to be chosen, if there be more than one, by agreement amongst such deputy chairmen or, failing agreement, by lot) shall preside as chairman at a general meeting. If there be no such chairman or deputy chairman, or if at any meeting none be present within five minutes after the time appointed for holding the meeting or none be willing to act, the Directors present shall choose one of their number or, if no Director be present or if all the Directors present decline to take the chair, the members present shall choose one of their number to be chairman of the meeting.

82. If within 15 minutes from the time appointed for a general meeting (or such longer period as the chairman of the meeting may think fit to allow) a quorum is not present, the meeting, if convened by or on the request of members pursuant to the provisions of the Companies Laws, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such day and at such time and place as the chairman of the meeting may determine, and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolved.

83. The chairman of the meeting may at any time without the consent of the meeting adjourn any general meeting (whether or not it has commenced or a quorum is present) either indefinitely or to another time or place where it appears to him that the members wishing to attend cannot conveniently be accommodated in the place appointed for the meeting or where the conduct of persons present prevents or is likely to prevent the orderly continuation of business or where an adjournment is otherwise necessary or desirable so that the business of the meeting may be properly conducted. In addition the chairman of the meeting may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time (or indefinitely) and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Where a meeting is adjourned indefinitely, the time and place for the adjourned meeting shall be fixed by the Board.

84. When a meeting is adjourned for 30 days or more or indefinitely, not less than seven clear days’ notice of the adjourned meeting shall be given as in the case of the original meeting, but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

85. In the case of any general meeting the Board may, notwithstanding the specification in the notice of the place of the general meeting (the principal place) at which the chairman of the meeting shall preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the general meeting but excluded from the principal place under the provisions of this Article. Such arrangements for simultaneous attendance at the

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meeting may include arrangements regarding the level of attendance at places other than the principal place provided that they shall operate so that any member and proxy excluded from attendance at the principal place is entitled to attend at one of the other places. For the purpose of all other provisions of these Articles any such meeting shall be treated as being held and taking place at the principal place.

86. The Board may, for the purpose of facilitating the organisation and administration of any general meeting to which any of the arrangements referred to in Article 85 apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the principal place) or the imposition of some random means of selection or otherwise as the Board shall in its absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a general meeting at the principal place shall be subject to such arrangements as may be for the time being in force whether stated in the notice convening the meeting to apply to that meeting or notified to the members concerned subsequent to the notice convening the meeting.

87. If it appears to the chairman that the meeting place specified in the notice convening the meeting is inadequate to accommodate all members entitled and wishing to attend, the meeting is duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a member who is unable to be accommodated is able:

(a) to participate in the business for which the meeting has been convened;

(b) to hear all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual communications equipment or otherwise), whether in the meeting place or elsewhere; and

(c) to be heard by all other persons present in the same way.

88. The Board may make any arrangement and impose any restriction it considers appropriate to ensure the security of a meeting including, without limitation, the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place. The Board is entitled to refuse entry to a meeting to a person who refuses to comply with these arrangements.

89. The Board may direct that members or proxies wishing to attend any general meeting should provide such evidence of identity and submit to such searches or other security arrangements or restrictions as the Board shall consider appropriate in the circumstances and shall be entitled in its absolute discretion to refuse entry to any general meeting to any member or proxy who fails to provide such evidence of identity or to submit to such searches or otherwise to comply with such security arrangements or restrictions or to eject any such member or proxy from any general meeting.

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VOTING

90. At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.

91. A poll shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.

92. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman of the meeting, an amendment may be withdrawn before it is voted on. No amendment to a resolution duly proposed as a special resolution (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted on. No amendment to a resolution duly proposed as an ordinary resolution (other than a mere clerical amendment to correct a patent error) may be considered or voted on unless either:

(a) at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice of the terms of the amendment and intention to move the same has been delivered in hard copy form to the Office or to such other place as may be specified by or on behalf of the Company for that purpose or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose; or

(b) the chairman of the meeting in his absolute discretion decides that it may be considered or voted upon.

93. If any votes shall be counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or at any adjournment thereof, and not in that case unless it shall in the opinion of the chairman of the meeting be of sufficient magnitude to affect the result of the voting.

VOTES OF MEMBERS

94. Subject to Article 79 and to any special rights or restrictions as to voting attached by or by virtue of these Articles or any Statement of Rights to any shares or any class of shares, every member who is present in person shall have one vote for every share of which he is the holder or in respect of which he has been appointed proxy (as applicable).

95. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register in respect of the joint holding.

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96. Where in Jersey or elsewhere an attorney, receiver, curator bonis or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf (whether in Jersey or elsewhere) to exercise power with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence as they may require, permit such attorney, receiver, curator bonis or other person to vote in person or by proxy on behalf of such member at any general meeting.

97. No member shall, unless the Board otherwise determines, be entitled to be present or to vote at any general meeting either in person or by proxy or upon any poll or to exercise any other right conferred by membership in relation to meetings of the Company in respect of any shares held by him if any call or other sum presently payable by him to the Company in respect of such shares remains unpaid.

98. No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting or poll at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

99. On a poll a person present in person and entitled to more than one vote need not use all his votes or cast all his votes in the same way.

PROXIES AND CORPORATE REPRESENTATIVES

100. A proxy need not be a member of the Company. A proxy shall be entitled to speak and vote.

101. A member may appoint more than one person as his proxy in respect of the same meeting or resolution provided that the appointment of the proxy shall specify the number of shares in respect of which the proxy is appointed and only one proxy shall be appointed in respect of any one share. When two or more valid but differing appointments of proxy are delivered or received (regardless of its date or of the date of its signature) in respect of the same share for use at the same meeting, the one which is last delivered or received shall be treated as replacing and revoking the others as regards that share. Subject to the Companies Laws, the Board may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles. If the Board is unable to determine which was last delivered or received, none of them shall be treated as valid in respect of that share.

102. The appointment of a proxy shall be made in writing and shall be in any usual or common form or in any other form or forms which the Board may approve. Subject thereto, the appointment of a proxy may be:

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(a) in hard copy form; or

(b) if the Company so agrees, in electronic form (including by means of a website).

103. The appointment of a proxy, whether made in hard copy form or in electronic form, shall be executed or authenticated in such manner as may be approved by or on behalf of the Board from time to time.

104. The Board may, if it thinks fit (but subject to the provisions of the Companies Laws), at the Company’s expense send forms of proxy in hard copy form for use at the meeting and issue invitations in electronic form to appoint a proxy in relation to the meeting in such form as may be approved by the Board. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or on the resolution concerned.

105. The appointment of a proxy shall:

(a) if in hard copy form, be delivered by hand or by post to the Office or such other place as may be specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in hard copy form in:

(i) the notice convening the meeting; or

(ii) any form of proxy sent by or on behalf of the Company in relation to the meeting; or

(iii) any invitation to appoint a proxy issued by the Company in relation to the meeting,

not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or

(b) if in electronic form, be received at any address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form in:

(i) the notice convening the meeting; or

(ii) any form of proxy sent by or on behalf of the Company in relation to the meeting; or

(iii) any invitation to appoint a proxy issued by the Company in relation to the meeting,

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not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or

(c) in either case, where a poll is taken more than 48 hours after it is demanded, be delivered or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(d) if in hard copy form, where a poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting.

A proxy appointment which is not delivered or received in accordance with this Article shall be invalid. The Board may decide (in its absolute discretion), either generally or in any particular case, to treat a proxy appointment as valid, notwithstanding that the proxy appointment or any document or evidence has not been received in accordance with the requirements of these Articles.

In calculating the periods mentioned in paragraphs (a), (b) and (c) of this Article, no account is to be taken of any part of a day that is not a working day, unless the Directors decide otherwise in relation to a specific meeting.

106. Where the appointment of a proxy is expressed to have been or purports to have been made, sent or supplied by a person on behalf of the holder of a share:

(a) the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder;

(b) that holder shall, if requested by or on behalf of the Board at any time, send or procure the sending of any written authority under which the appointment has been made, sent or supplied or a copy of such authority certified notarially or in some other way approved by the Board, to such address and by such time as may be specified in the request (being a time no earlier than the time by which the appointment of proxy is required to be delivered or received) and, if the request is not complied with in any respect, the appointment may be treated as invalid; and

(c) whether or not a request under paragraph (b) of this Article has been made or complied with, the Company may determine that it has insufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder and may treat the appointment as invalid.

107. The appointment of a proxy to vote on a matter at a meeting confers on the proxy authority to demand, or join in demanding, a poll on that matter. The appointment of a proxy shall also, unless it provides to the contrary, be deemed to confer authority on the proxy to vote or abstain from voting as the proxy thinks fit on any

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amendment of a resolution and on any procedural motion or resolution put to the meeting to which it relates and on any other business not referred to in the notice of meeting which may properly come before the meeting to which it relates. The appointment of a proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.

108. Any member or other person which is a body corporate may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative at any meeting of the Company or at any separate meeting of the holders of any class of shares. A person so authorised and present at any such meeting shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member personally present, save that a Director, the Secretary or other person authorised for the purpose by the Secretary may require such person to produce a certified copy of the resolution of authorisation before permitting him to exercise his powers. A body corporate shall for the purposes of these Articles be deemed to be present in person at any such meeting if any person so authorised by it is present at the meeting. Where more than one person is authorised to represent a body corporate and more than one person purports to exercise a power on behalf of that body corporate:

(a) if each such person purports to exercise the power in the same way, the power is treated as exercised in that way; and

(b) if each such person does not purport to exercise the power in the same way, the power is treated as not exercised.

109. A vote given by a proxy or by the duly authorised representative of a body corporate shall be valid notwithstanding the previous determination of the authority of the person voting unless notice of the determination was either delivered or received as mentioned in the following sentence at least three hours before the start of the meeting or adjourned meeting at which the vote is given or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of determination shall be either by means of a document in hard copy form delivered to the Office or to such other place as may be specified by or on behalf of the Company in accordance with Article 105 or in electronic form received at the address (if any) specified by or on behalf of the Company in accordance with Article 105, regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.

DTC SYSTEM VOTING ARRANGEMENTS

110. Subject to the Companies Laws, for the purpose of facilitating the giving of voting instructions for any general meeting by any person who holds, or holds interests in, beneficial interests in Ordinary Shares that are held and traded in the DTC System:

(a) each DTC Proxy may appoint (whether by way of instrument of proxy, power of attorney, mandate or otherwise) more than one person as its proxy in respect of the same general meeting or resolution provided that the instrument of appointment shall specify the number of shares in respect of which the proxy is appointed and only one proxy may attend the general meeting and vote in respect of any one share;

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(b) each DTC Proxy may appoint (by power of attorney, mandate or otherwise) an agent (including, without limitation, a proxy solicitation agent or similar person) for the purposes of obtaining voting instructions and submitting them to the Company on behalf of that DTC Proxy, whether in hard copy form or electronic form;

(c) each instrument of appointment made by a DTC Proxy or its agent shall, unless the Company is notified to the contrary in writing at least three hours before the start of the meeting (or adjourned meeting), be deemed to confer on the relevant proxy or agent the power and authority to appoint one or more sub-proxies or sub-agents or otherwise sub-delegate any or all of its powers to any person;

(d) the Board may accept any instrument of appointment made by a DTC Proxy or its agent as sufficient evidence of the authority of that DTC Proxy or agent or require evidence of the authority under which any such appointment has been made; and

(e) the Board may, to give effect to the intent of this Article:

(i) make such arrangements, either generally or in any particular case, as it thinks fit (including, without limitation, making or facilitating arrangements for the submission to the Company of voting instructions on behalf of DTC Proxies, whether in hard copy form or electronic form);

(ii) make such regulations, either generally or in any particular case, as it thinks fit, whether in addition to, or in substitution for, any other provision of these Articles; and

(iii) do such other acts and things as it considers necessary or desirable (including, without limitation, approving the form of any instrument of appointment of proxy or agent, whether in hard copy form or electronic form).

111. If any question arises at or in relation to a general meeting as to whether any person has been validly appointed as a proxy or agent by a DTC Proxy or its agent to vote (or exercise any other right) in respect of any Ordinary Shares:

(a) if the question arises at a general meeting, the question will be determined by the chairman of the meeting in his sole discretion; or

(b) if the question arises otherwise than at a general meeting, the question will be determined by the Board in its sole discretion.

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The decision of the chairman of the meeting or the Board (as applicable), which may include declining to recognise a particular appointment as valid, will, if made in good faith, be final and binding on all persons interested.

DIRECTORS

112. The number of Directors shall not be less than three but shall not be subject to a maximum.

113. Two or more of the Directors must be resident in the United Kingdom.

114. A Director and an alternate Director shall not require a share qualification but nevertheless shall be entitled to attend and speak at any general meeting of the Company and at any separate meeting of the holders of any class of shares in the Company.

115. Any Director who is appointed to any executive office (including for this purpose the office of the chairman or deputy chairman whether or not such office is held in an executive capacity) or who serves on any committee or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Director may be paid remuneration (in addition to any amounts receivable under Article 156) by way of salary, commission, bonus or otherwise (whether exclusive or inclusive of his remuneration (if any) under these Articles) as the Board may determine.

116. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director, and may act in a professional capacity to the Company, on such terms as to tenure of office, remuneration and otherwise as the Board may determine.

117. The Board may establish and maintain, or procure the establishment and maintenance of, any pension or superannuation funds (whether contributory or otherwise) for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances and emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company or is allied to or associated with the Company or any such subsidiary or of any of the predecessors in business of the Company or any such other company as aforesaid, or who may be or have been Directors or officers of the Company or directors or officers of any such other company as aforesaid and who hold or have held executive positions or agreements for services with the Company or any such other company as aforesaid, and the wives, husbands, widows, widowers, families and dependants of any such persons, and also establish, subsidise and subscribe to any institutions, associations, societies, clubs or funds calculated to be for the benefit of, or to advance the interests and well-being of the Company or of any such other company as aforesaid, or of any such person as aforesaid, and make payments for or towards the insurance of any such person as aforesaid and subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general or useful object, and do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. Subject (if the Companies Laws or the NASDAQ Rules (if applicable) shall

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so require) to particulars with respect to the proposed payment being disclosed to the members of the Company and to the proposal being approved by the Company by ordinary resolution, any Director who holds or has held any such executive position or agreement for services shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

118. Subject to the provisions of the Companies Laws and these Articles, the Board may from time to time appoint one or more of its body to be holder of any executive office (including, where considered appropriate, the office of chairman or deputy chairman or chief executive) on such terms and for such period as they may determine and, without prejudice to any claim for damages under any contract entered into in any particular case, may at any time revoke any such appointment.

119. The appointment of any Director to the office of chairman or deputy chairman or managing or joint managing or deputy or assistant managing director or chief executive shall automatically terminate if he ceases to be a Director, but without prejudice to any claim by either the Company or the Director for damages for breach of any contract between him and the Company.

120. The appointment of any Director to any executive office shall automatically terminate if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such termination shall be without prejudice to any claim by either the Company or the Director for damages for breach of any contract between him and the Company.

APPOINTMENT AND RETIREMENT OF DIRECTORS

121. The Directors, other than those who may be elected by the holders of any Preferred Shares, shall be classified, with respect to the term for which they severally hold office, into three classes, the Class I Directors, the Class II Directors and the Class III Directors (each a Director Class). The Initial Class I Directors shall serve for a term expiring at the annual general meeting of the Company to be held in 2016, the Initial Class II Directors shall serve for a term expiring at the annual general meeting of the Company to be held in 2017 and the Initial Class III Directors shall serve for a term expiring at the annual general meeting of the Company to be held in 2018. Upon the expiration of the term of office of a Director of a particular Director Class, that Director shall be eligible for re-election pursuant to Article 122. At each annual general meeting of the Company, Directors who are either re-elected or deemed re-elected at such annual general meeting or who are elected to succeed those Directors whose terms expire shall be elected ore re-elected for a term of office to expire at the third succeeding annual general meeting of the Company after their election or re-election. Notwithstanding the foregoing, the Directors elected to each Director Class shall hold office until their successors are duly elected and qualified or until their earlier death, resignation, disqualification or removal.

122. The Company at the meeting at which a Director’s term of office expires under Article 121 may by ordinary resolution fill the vacated office by re-electing thereto the Director whose term of office expires or electing some other person eligible for appointment. In default the Director whose term of office expires shall be deemed to have been re-elected except in any of the following cases:

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(a) where at such meeting it is expressly resolved not to fill the vacancy;

(b) where a resolution for the re-election of the Director whose term of office expires is put to the meeting and lost; or

(c) where the Director whose term of office expires has given notice to the Company that he is unwilling to be re-elected.

123. The expiration of a Director’s term of office shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the Director whose term of office expires or a resolution for his re-election is put to the meeting and lost and accordingly a Director whose term of office expires but who is re-elected or deemed to have been re-elected (and his alternate, if any) will continue in office without break.

124. The Company may by ordinary resolution remove any Director from office only for Cause notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement.

125. Subject to the provisions of the Companies Laws and of these Articles, any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes, and any newly created directorships resulting from any increase in the number of Directors, shall be filled only by the affirmative vote of a majority of the remaining Directors, even if less than a quorum of the Board, or by a sole remaining director.

126. Any Director:

(a) elected or re-elected under Article 122 shall be of the same Director Class as the Director whose term has expired under Article 121;

(b) elected in accordance with Article 125 to fill a vacancy on the Board shall be treated as being of the same Director Class as the Director in whose place he is appointed; and

(c) appointed in accordance with Article 125 as the result of any newly created directorships resulting from any increase in the number of Directors shall be of such Director Class as the Board shall determine.

127. A resolution for the appointment of two or more persons as Directors by a single resolution shall not be moved at any general meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this provision shall be void.

128. No person other than a Director whose term of office expires at the meeting shall, unless recommended by the Board for election, be eligible for appointment as a Director at any general meeting unless, during the period from (and including) the date that is 120 days before, to and including the date that is 90 days before, the

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first anniversary of the last annual general meeting of the Company, there shall have been left at the Office notice signed by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected. In the event that the date of the general meeting is advanced by more than thirty (30) calendar days or delayed by more than sixty (60) calendar days from such anniversary date, notice by the member to be timely must be so delivered not earlier than the 120^th calendar day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth calendar day following the day on which public announcement of the date of such meeting is first made. The foregoing provisions notwithstanding, the chairman of such meeting may waive the said notice requirements and submit to the meeting the name of any person duly qualified and willing to be elected.

129. In no event shall the adjournment or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of notice as described in Article 128.

130. Notice to the Company from any relevant member or members sent pursuant to Article 128 shall set forth each person whom the member or members propose to nominate for election or re-election as a Director and all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected). At the request of the Board, any person nominated by the Board for election as a Director shall furnish to the Company the information that would be required to be set forth in a member’s notice set out in Article 128 that pertains to the nominee.

131. No person shall be eligible to be nominated by a member to serve as a Director unless nominated in accordance with the procedures set forth in these Articles. The chairman of the annual general meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed hereby, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions, unless otherwise required by Law, if the member (or a qualified representative of the member) does not appear at any such meeting of the Company to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Company and counted for purposes of determining a quorum. For purposes of this Article 131, to be considered a qualified representative of the member, a person must be a duly authorised officer, manager or partner of such member or must be authorised in writing by such member or an electronic transmission delivered by such member to act for such member as proxy at the meeting of members and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting.

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132. Without limiting the foregoing provisions, a member shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in these Articles, provided that any references in these Articles to the Exchange Act or such rules and regulations are not intended to and shall not limit any requirements applicable to nominations pursuant to these Articles, and compliance with these Articles shall be the exclusive means for a member to make nominations.

133. The office of a Director shall be vacated in any of the following events, namely:

(a) the term of office expires in accordance with Article 121 and the Director is not re-elected in accordance with Article 122;

(b) if he shall become prohibited or disqualified by law or the NASDAQ Rules (if applicable) from acting as a Director;

(c) if he shall resign in writing under his hand left at the Office or if he shall tender his resignation and the Board shall resolve to accept the same;

(d) if he shall become bankrupt or shall make any arrangement with or compound with his creditors generally;

(e) if he is, or may be, suffering from mental disorder and either:

(i) he is admitted to hospital in pursuance of an application for admission for treatment under any statute relating to mental health; or

(ii) an order is made by a court having jurisdiction (whether in the Jersey or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs;

(f) if he shall be absent from meetings of the Board for six months without leave (and his alternate Director, if any, shall not during such period have attended in his stead) and the Board shall resolve that his office be vacated;

(g) if he shall be requested in writing signed by not less than three quarters of the other Directors stating that he should cease to be a Director. In calculating the number of Directors who are required to sign such request, (i) an alternate director appointed by him acting in his capacity as such shall be excluded; and (ii) a Director and any alternate director appointed by him and acting in his capacity as such shall constitute a single Director for this purpose, so a signature by either shall be sufficient; or

(h) if he shall be removed from office as provided by Article 124.

134. Notwithstanding any other provision of these Articles, whenever the holders of one or more classes or series of Preferred Shares shall have the right, voting separately as a class or series, to elect Directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the

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terms of the Statement of Rights applicable thereto, and such Directors so elected shall not be subject to the provisions of Articles 121 to 133 unless otherwise provided therein and shall not count towards any relevant thresholds in Articles 121 to 133.

ALTERNATE DIRECTORS

135. Any Director (other than an alternate Director) may at his sole discretion and at any time and from time to time appoint any person to be his alternate Director and may remove from office an alternate Director so appointed by him. Such appointment, unless the appointee has been previously approved by the Board or is another Director, shall have effect only upon and subject to being so approved. Only a person who is resident in the United Kingdom may be appointed or continue to act as an alternate Director for an appointor who is resident in the United Kingdom. Each Director shall be at liberty to appoint under this Article more than one alternate Director provided that only one such alternate Director may at any one time act on behalf of the Director by whom he has been appointed.

136. The appointment of an alternate Director shall terminate:

(a) if his appointor ceases to be a Director but, if a Director’s term of office expires but is reappointed or is deemed to be reappointed at the meeting at which his term of office expires, any appointment by such Director of an alternate Director made by him which was in force immediately prior to his term of office expiring shall continue after his reappointment; or

(b) on the happening of any event which if he were a Director would cause him to vacate his office as a Director; or

(c) if he resigns his office by notice to the Company.

137. Any appointment or removal of an alternate Director shall be by notice to the Company by the Director making or revoking the appointment and shall take effect in accordance with the terms of the notice (subject to any approval required by Article 135) on receipt of such notice by the Company. Any such notice shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose or, in default of such specification, to the Office.

138. An alternate Director shall be entitled to receive notice of all meetings of the Board.

139. An alternate Director shall be entitled to attend and vote as a Director at any meeting of the Board at which the Director appointing him is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director. If his appointor is for the time being temporarily unable to act through ill-health, disability or any other reason his signature to any resolution of the Directors under Article 148 shall be as effective as the signature of his appointor. To such extent as the Board may from time to time

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determine in relation to any committee of the Board the provisions of Article 138 and this Article shall also apply to any meeting of any such committee of which his appointor is a member. An alternate Director shall not (save as aforesaid) have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.

140. An alternate Director shall be an officer of the Company and shall alone be responsible to the Company for his own acts and defaults and he shall not be deemed an agent of or for the Director appointing him. An alternate Director may be interested in contracts, arrangements and other proposals with the Company, may be repaid expenses by the Company and shall be entitled to be indemnified by the Company to the same extent as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice to the Company from time to time direct.

141. Where an alternate Director is the alternate of more than one Director and attends a meeting of the Board or a meeting of a committee of the Board which the Board has determined he is entitled to attend in his capacity as an alternate, he shall in the absence of more than one appointor have a separate vote for each appointor for whom he is attending; if he is himself a Director his vote or votes as an alternate Director shall be in addition to his own vote as a Director.

PROCEEDINGS OF DIRECTORS

142. The Board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board. Any Director may waive notice of any meeting and any such waiver may be retrospective.

143. Notice of a meeting of the Board shall be deemed to be properly given to a Director if given to him personally or by word of mouth or sent in hard copy form to him at his last known address or at any other address given by him to the Company for this purpose or sent in electronic form to the address (if any) notified by him to the Company for that purpose.

144. Directors’ meetings will be held in the United Kingdom save that Directors’ meetings may be held outside of the United Kingdom, by exception only, provided those Directors in attendance at the meeting resolve that the meeting shall proceed notwithstanding that the meeting is being held outside the United Kingdom. A meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is. All or any of the Directors may participate in a meeting of the Board by any lawful means including by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear and speak to each other at the same time. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in the quorum accordingly.

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145. The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number shall be three and may not be fixed at a number less than three. Of those Directors or alternate Directors present at any meeting (whether in person, by telephone or by other means permitted by these Articles) at least two Directors or alternate Directors must be physically located somewhere within the United Kingdom for the meeting to be quorate. If an insufficient number of Directors or alternate Directors present are physically located in the United Kingdom to form a quorum, the Directors and alternate Directors present irrespective of their number shall not constitute a quorum for any purpose except that specified in Article 146. For the purposes of this Article an alternate Director shall be counted in a quorum, but not less than two individuals shall constitute the quorum. A meeting of the Board at which a quorum is present shall be competent to exercise all authorities, powers and discretions for the time being vested in or exercisable by the Board.

146. The continuing Directors may act notwithstanding any vacancy in their number, but if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles or if less than two of the Directors are resident in the United Kingdom, the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning general meetings of the Company, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two members may summon a general meeting for the purpose of appointing Directors.

147. The Board may elect a chairman and, if thought fit, one or more deputy chairmen and determine the period for which each is to hold office. The chairman, failing whom a deputy chairman (to be chosen, if there be more than one, by agreement amongst them or failing agreement by lot), shall preside at all meetings of the Board, but if no chairman or deputy chairman shall have been elected, or if at any meeting none be present within five minutes after the time appointed for holding the meeting or none be willing to act, the Directors present may choose one of their number to be chairman of the meeting.

148. A resolution in writing signed or approved by all of the Directors entitled to vote on that resolution shall be as valid and effective as a resolution passed at a meeting of the Directors duly convened. The resolution may be contained in one document (whether in hard copy or in electronic form) or in several documents (whether in hard copy or electronic form) each signed or approved by one or more of the Directors concerned. For this purpose:

(a) the signature or approval of an alternate director (if any) shall suffice in place of the signature of the Director appointing him; and

(b) the approval of a Director or alternate director shall be given in writing or by electronic means (including approval given in an email).

DIRECTORS’ INTERESTS AND CONFLICTS OF INTEREST

149. Subject to Article 150, a Director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company or any of its subsidiaries which to a material extent conflicts or may conflict with the interests of the Company and of which the Director is aware must declare the nature and extent of that interest in accordance with the requirements of the Companies Laws.

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150. Subject to the Companies Laws, a Director shall not be required to declare an interest:

(a) if the Director is not aware of the interest or of the transaction or arrangement in question (and, for this purpose, a Director is treated as being aware of matters of which he ought reasonably to be aware); or

(b) if the interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

(c) if, or to the extent that, the other Directors are already aware of the interest (and, for this purpose, the other Directors are treated as aware of anything of which they ought reasonably to be aware); or

(d) if, or to the extent that, the interest concerns the terms of his service contract that have been or are to be considered by a meeting of the Board or by a committee of the Board appointed for the purpose under these Articles.

151. Subject to the provisions of the Companies Laws and provided that he has declared the nature and extent of any direct or indirect interest of his in accordance with Article 149 and the Companies Laws, a Director, notwithstanding his office, may:

(a) be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is directly or indirectly interested;

(b) hold any other office or place of profit with the Company (except that of auditor) in conjunction with the office of Director for such period and on such terms, including as to remuneration, as the Board may determine;

(c) act by himself or through a firm with which he is associated in a professional capacity for the Company or any of its subsidiaries or any company in which the Company is directly or indirectly interested (otherwise than as auditor) on such terms, including as to remuneration, as the Board may determine;

(d) be or become a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested (including by the holding of shares or other securities) in, any subsidiary of the Company or any company in which the Company is directly or indirectly interested; and

(e) be or become a director of any company in which the Company is not directly or indirectly interested if, at the time of his appointment as a director of that other company, such appointment cannot reasonably be regarded as giving rise to a conflict of interest.

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152. A Director shall not, by reason of his office or the fiduciary relationship thereby established, be liable to account to the Company for any remuneration or other benefit which he derives from any transaction or arrangement or from any office, employment, position or relationship or from any interest in any company which he is permitted to hold or enter into by virtue of Article 151 or otherwise pursuant to these Articles, nor shall the receipt of any such remuneration or other benefit constitute a breach of his duties under the Companies Laws or otherwise. No transaction or arrangement shall be liable to be avoided on the grounds of a Director having an interest therein (including deriving a benefit therefrom) if the interest is permitted under Article 151.

153. A Director may, notwithstanding his interest, be counted in the quorum in relation to any resolution of the Board or a committee of the Board concerning any transaction or arrangement in which he is directly or indirectly interested and, subject to the provisions of Article 149, he may vote in respect of any such resolution.

154. A Director may, notwithstanding his interest, be counted in the quorum in relation to any resolution of the Board or a committee of the Board concerning his own appointment (or the settlement or variation of the terms of, or the termination of, his own appointment) as the holder of any office or place of profit with the Company or any subsidiary of the Company or any company in which the Company is directly or indirectly interested, but he may not vote in respect of any such resolution.

155. Where proposals are under consideration concerning the appointment (or the settlement or variation of the terms of the appointment or the termination of the appointment) of two or more Directors to offices or places of profit with the Company or any subsidiary of the Company or any company in which the Company is directly or indirectly interested, such proposals may be divided and considered in relation to each Director separately. In such a case, each of the Directors concerned shall be entitled to vote in respect of each resolution except that concerning his own appointment (or the settlement or variation of the terms, or the termination, of his own appointment).

DIRECTORS’ FEES

156. Without prejudice to Articles 115, 116 and 157, the Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time to time determine. Any fees payable pursuant to this Article shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provisions of these Articles and shall accrue from day to day. For the purpose of this Article, the terms “sum” and “fees” include the issue of shares in the capital of the Company and/or the grant of options, warrants or other rights in or over such shares.

DIRECTORS’ EXPENSES

157. Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company.

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BORROWING POWERS

158. The Board may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

GENERAL POWERS OF DIRECTORS

159. The business of the Company shall be managed and controlled by the Board, who may exercise all such powers of the Company as are not by the Companies Laws or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to any regulations of these Articles, to the provisions of the Companies Laws and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by an ordinary resolution of the Company, but no regulation so made by the Company shall invalidate any prior act of the Board which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

160. The Board may delegate any of its powers to committees consisting of such person or persons (whether Directors or not) upon such terms and conditions and with such restrictions as it thinks fit provided that the majority of the members of the committee are Directors. Any such delegation (which may include authority to sub-delegate all or any of the powers so delegated) may be collateral with, or to the exclusion of, the powers which are the subject of the delegation (or sub-delegation). Any committees so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the Board and any or all of the powers so delegated may be altered, waived, withdrawn or revoked by the Board.

161. The meetings and proceedings of any such committee consisting of two or more members shall be governed by any regulations imposed on it by the Board and (subject to any such regulations) the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are applicable.

162. The Board may delegate any of its powers to any Director upon such terms and conditions and with such restrictions as they think fit. Any such delegation (which may include authority to sub-delegate all or any of the powers so delegated) may be collateral with, or to the exclusion of, the powers which are the subject of the delegation (or sub-delegation). Any or all of the powers so delegated may be altered, waived, withdrawn or revoked by the Board.

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163. The Board may establish any local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration. The Board may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Board, with power to sub-delegate, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any annulment or variation shall be affected thereby.

164. The Board may by power of attorney, mandate or otherwise appoint any person to be the agent of the Company on such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of its powers, authorities and discretions (with power to sub-delegate). The Board may remove any person appointed under this Article and may revoke or vary the delegation, but no person dealing in good faith shall be affected by the revocation or variation.

165. Any power of the Board to delegate any of its powers under these Articles (and the power to sub-delegate any of such powers) shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee of the Board.

166. Any power of the Board to delegate any of its powers under these Articles (and the power to sub-delegate any of such powers) shall be subject to any regulations adopted by the Board from to time.

167. All acts done by or in pursuance of a resolution of any meeting of the Board or of a committee of the Board or by a person acting as a Director or alternate Director or as a member of a committee shall, notwithstanding that there was some defect in the appointment of any Director or alternate Director or member of a committee or that any such person was disqualified or had vacated office or was not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or alternate Director or member of a committee and had been entitled to vote.

168. All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time determine.

169. If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Board may delegate to the person in whose favour such mortgage or security is executed, or to any other person in trust for him, the power to make calls on the members in respect of such uncalled capital, and to sue in the name of the Company or otherwise for the recovering of moneys becoming due in respect of calls so made and to give valid receipts for such moneys, and the power so delegated shall subsist during the continuance of the mortgage or security, notwithstanding any change of Directors, and shall be assignable if expressed so to be.

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170. The Board may from time to time elect a president of the Company and may determine the period for which he shall hold office. Such president may be either honorary or paid such remuneration as the Board in its discretion shall think fit, and need not be a Director but shall, if not a Director, be entitled to receive notice of and attend and speak, but not to vote, at all meetings of the Board.

ASSOCIATE DIRECTORS

171. The Board may at any time and from time to time appoint any person (other than a Director) to any office or employment with the Company having a designation or title which includes the word director or attach to any existing office or employment with the Company such a designation or title and may at any time terminate any such appointment or the use of such designation or title. The inclusion of the word director in the designation or title of the office or employment of any person shall not imply that such person is, or is deemed to be, or is empowered in any respect to act as, a director of the Company for any of the purposes of the Companies Laws or these Articles. Subject as aforesaid, the powers and duties of any such person shall be determined by the Board.

SECRETARY

172. The Secretary shall be qualified in accordance with the provisions of the Companies Laws and shall be appointed by the Board on such terms and for such period as it may think fit. The Secretary may at any time be removed from office by the Board, but without prejudice to any claim for damages for breach of any contract between him and the Company. The Board may appoint one or more deputy or assistant secretaries.

173. Any provision of the Companies Laws or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

THE SEAL

174. The Company may exercise the powers conferred by the Companies Laws with regard to seals and such powers shall be vested in the Board.

175. The Board shall provide for the safe custody of every Seal.

176. The Board may determine who shall sign any instrument to which a Seal is applied, either generally or in relation to a particular instrument or type of instrument, and may also determine, either generally or in any particular case, that such signatures shall be dispensed with.

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177. Unless otherwise decided by the Board:

(a) certificates for shares, debentures or other securities of the Company issued under Seal need not be signed; and

(b) every other instrument to which a Seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by one Director in the presence of a witness who attests the signature.

AUTHENTICATION OF DOCUMENTS

178. Any officer or any person appointed by the Board for the purpose shall have power to authenticate and certify as true copies of and extracts from any document affecting the constitution of the Company (whether in hard copy form or in electronic form) and any resolution passed by the Company or the holders of any class of shares in the capital of the Company or the Board or any committee of the Board (whether in hard copy form or in electronic form), and any book, record, document relating to the business of the Company (whether in hard copy form or in electronic form and including without limitation the accounts). Where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Board as aforesaid (whether in hard copy form or in electronic form and including without limitation the accounts). If certified as aforesaid, a document purporting to be a copy of a resolution, or an extract from the minutes of a meeting of the Company or of the Board or any committee of the Board (whether in hard copy form or in electronic form) shall be conclusive evidence in favour of all persons dealing with the Company in good faith and relying thereon that such resolution has been duly passed or, as the case may be, that such minutes are or extract is true and accurate record of proceedings at a duly constituted meeting.

DISTRIBUTIONS AND DIVIDENDS

179. The Board may authorise and pay distributions (in cash or otherwise) at any time in accordance with the Law.

180. In addition to the powers conferred on the Board by Article 179, subject to the provisions of the Companies Laws, these Articles and any Statement of Rights, a distribution may be identified and declared by the Board as a dividend. A distribution declared and paid in accordance with the provisions of this Article and identified as a dividend shall be a dividend.

181. The Board may fix the time for payment of any distribution or dividend.

182. Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, a distribution, dividend or any other money payable in respect of a share can be declared in any currency and paid in any currency or currencies. The Board shall have the power to decide the basis of conversion for any currency conversions that may be required and how any costs involved are to

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be met (including whether such costs shall be payable by the member) and to make such arrangements as it thinks fit to enable any distribution, dividend or other money payable in respect of a share to be paid in a currency or currencies other than that in which the distribution or dividend is declared or other money is expressed to be payable. The Board may deduct from the amount of any distribution or dividend or other money payable in respect of a share any fees, expenses, taxes or governmental charges payable by the member in respect of that distribution, dividend or other payment.

183. Unless and to the extent that the rights attached to any shares or the terms of issue thereof provide otherwise, all distributions and dividends shall be apportioned and paid pro rata according to the number of shares held. If any share is not fully paid up throughout the period in respect of which the distribution or dividend is paid, that share shall only carry the right to receive a distribution or dividend calculated according to the amounts paid on the share during any portion or portions of the period in respect of which the dividend or distribution is paid. For the purposes of this Article, no amount paid on a share in advance of call shall be treated as paid on the share.

184. Subject to the provisions of the Companies Laws and any Statement of Rights, if and so far as in the opinion of the Board the financial position of the Company justifies such payments, the Board may pay the fixed distribution or dividend on any class of shares carrying a fixed distribution or dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time pay interim distributions or dividends of such amounts and on such dates and in respect of such periods as it thinks fit. A resolution of the Board declaring any such distribution or dividend shall (once published with their authority) be irrevocable and have the same effect as if such distribution or dividend had been declared upon the recommendation of the Board by an ordinary resolution of the Company. Provided the Board acts bona fide it shall not incur any responsibility to the holders of shares conferring a preference for any damage they may suffer by reason of the payment of any interim distribution or dividend on any shares having deferred or non-preferred rights.

185. Subject to the provisions of the Companies Laws, where any asset, business or property is bought by the Company as from a past date the profits and losses thereof as from such date may at the discretion of the Board in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Board be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.

186. No distribution, dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

187. The Board may retain any distribution, dividend or other moneys payable on or in respect of any share:

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(a) on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities, or engagements in respect of which the lien exists; or

(b) in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a member, or which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

188. The Company may cease to send any cheque or warrant through the post for any distribution, dividend or other moneys payable on or in respect of any share if in respect of at least three consecutive distributions or dividends payable on those shares the cheques or warrants have been returned undelivered or remain uncashed, or the cheque or warrant in respect of any one distribution or dividend has been returned undelivered or remains uncashed and reasonable enquiries have failed to establish any new address of the holder, but may recommence sending cheques or warrants in respect of distributions or dividends payable on those shares if the holder or person entitled thereto requests such recommencement by notice to the Company.

189. All unclaimed distributions, dividends or other moneys payable on or in respect of a share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The payment by the Board of any such distribution, dividend or other moneys into a separate account shall not constitute the Company a trustee in respect thereof and any distribution or dividend unclaimed after a period of twelve years from the date of declaration of such distribution or dividend or the date on which such distribution or dividend became due for payment shall be forfeited and shall revert to the Company, but the Board may at its discretion pay any such distribution, dividend or such other moneys or some part thereof to a person who would have been entitled thereto had the same not reverted to the Company.

190. Subject to the Companies Laws, the Board may specify that payment of a dividend be made in whole or in part by the distribution of specific assets (and in particular of paid up shares or debentures of any other company). The Board shall have the power to decide how any costs relating to the distribution of such assets will be met, to sell all or a portion of such assets to fund the payment of any applicable taxes or governmental charges and generally to make such arrangements in connection with the distribution of such assets as it thinks fit. Where any legal, regulatory, technical or practical difficulty arises in regard to such distribution under the laws of, or the requirements of any relevant regulatory body or any stock exchange in, any jurisdiction, the Board may make such exclusions or arrangements to settle the same as it thinks expedient and may, in particular, authorise any person to sell and transfer any assets or fractions or ignore fractions altogether, fix the value for distribution purposes of such specific assets or any part thereof to be distributed and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Board. The Board may authorise any person to sign any instrument of transfer for the purposes of effecting a sale and transfer of any assets or fractions thereof pursuant to this Article.

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191. Any distribution, dividend or other moneys payable in cash or in respect of a share may be paid by cheque or warrant sent through the post to or left at the registered address of the member or person entitled thereto (or, if two or more persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons) or to such person and such address as such member or person may by notice direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such persons as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may by notice direct and payment of the cheque or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the moneys represented thereby. In addition any such distribution, dividend or other moneys may at the discretion of the Board be paid by any bank or other funds transfer system or such other means and to or through such person as the holder or joint holders or person or persons entitled to the relevant share in consequence of the death or bankruptcy of the holder may by notice direct and the Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or where it has acted on any such directions.

192. If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any distribution, dividend or other moneys payable or property distributable on or in respect of the share.

193. The waiver in whole or in part of any distribution or dividend on any shares by any document shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

RESERVES

194. The Board may from time to time set aside out of the profits of the Company and carry to reserve such sums as it thinks proper which, at the discretion of the Board, shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. The Board may from time to time designate the reserves or any part thereof for such purposes or in such manner as it thinks fit. The Board may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the Board shall comply with the provisions of the Companies Laws.

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CAPITALISATION OF RESERVES

195. Without prejudice to the power conferred on the Board pursuant to Article 196, the Company may, subject to the Companies Laws and upon the recommendation of the Board, by ordinary resolution resolve to capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account) or any sum standing to the credit of the profit and loss account (provided that such sum is not required for paying the distributions or dividends on any shares carrying a fixed cumulative preferential distribution or dividend) and authorise the Board to appropriate the sum resolved to be capitalised to the holders of shares in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend on the shares and to apply such sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by them respectively or in or towards paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed credited as fully paid up to and amongst them in the proportion aforesaid or partly in one way and partly in the other.

196. Subject to the Companies Laws, the Board may resolve to transfer any amount to a share premium account from any other account of the Company other than the capital redemption reserve or the nominal capital account.

197. Subject to approval by the Company in general meeting by way of ordinary resolution, the Board may, in respect of any distribution, distributions, dividend or dividends specified by the ordinary resolution, offer to holders of Ordinary Shares the right to elect to receive in lieu of such distribution or dividend (or part thereof) an allotment of additional Ordinary Shares credited as fully paid. In any such case the following provisions shall apply:

(a) the basis of allotment shall be determined by the Board so that each holder of Ordinary Shares is entitled to such number of new Ordinary Shares whose aggregate value is as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the distribution or dividend that such holder has elected to forgo. For this purpose, the value of an Ordinary Share shall be equal to the final reported per share closing price as quoted for the Ordinary Shares on NASDAQ, on the day on which quotations in respect of the Ordinary Shares are first given ex the relevant dividend and the four subsequent dealing days or calculated in such other manner as may be specified by the ordinary resolution;

(b) the Board shall give notice to holders of Ordinary Shares of the right of election accorded to them and shall send with or following such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(c) the distribution or dividend (or that part of the distribution or dividend in respect of which a right of election has been accorded) shall not be payable in cash on Ordinary Shares in respect of which an election has been made and in lieu thereof additional Ordinary Shares shall be allotted to the holders of such shares on the basis of allotment determined as aforesaid. For that purpose, the Board shall appropriate out of any amount for the time being standing to the credit of reserves (including any share premium account) or

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profit and loss account as the Board may determine a sum equal to the aggregate nominal amount of additional Ordinary Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of new Ordinary Shares on such basis;

(d) the additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant distribution or dividend (or share election in lieu); and

(e) the Board may on any occasion determine that rights of election shall not be made available to any holders of Ordinary Shares with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of rights of election would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

198. Whenever a resolution as mentioned in Articles 195 and/or 197 shall have been passed, the Board shall make all necessary appropriations, applications and allotments to give effect to such resolution. The Board shall have the power to decide how any costs relating to the distribution will be met and to sell all or a portion of such shares or debentures to fund the payment of any applicable taxes or governmental charges and generally make such arrangements in connection with the distribution as it thinks fit. Without limiting the generality of the foregoing, the Board may:

(a) make such exclusions or arrangements as it thinks fit to settle any legal, regulatory, technical or practical difficulty arising in relation to the distribution under the laws of, or the requirements of any relevant regulatory body or any stock exchange in, any jurisdiction;

(b) make such arrangements as it thinks fit in the case of shares or debentures becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned);

(c) authorise any person to enter, on behalf of all relevant members, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any further shares or debentures to which they may be entitled upon such capitalisation or (as the case may require) for the payment by the Company on their behalf, by the application thereto of their respective interests in such capitalised sum, of the amounts or any part of the amounts remaining unpaid on their existing shares and for matters incidental thereto and any agreement made under any such authority shall be effective and binding on all concerned; and

(d) authorise any person to sign any instrument of transfer (if required) for the purposes of effecting a sale and transfer of any shares or debentures or fractions thereof pursuant to this Article.

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RECORD DATES

199. Notwithstanding any other provision of these Articles, the Company or the Board may fix any date as the record date for any dividend, distribution, offer, allotment or issue and such record date may be on or any time before or after any date on which the dividend, distribution, offer, allotment or issue is declared, paid or made.

REGISTER

200. The Directors shall keep, or cause to be kept, at the Transfer Office (but in relation to the Principal Register not, for the avoidance of doubt, at a place outside Jersey), the Register in the manner required by the Companies Laws. Except as provided by Article 201, no counter-part or branch of the Register shall be maintained outside Jersey and no copy of the Register, list, record or information in respect of the members of the Company kept or maintained outside Jersey shall constitute the Register or any part of the Register. Except as provided by Article 201, the Company shall not be bound to recognise any interest or right in respect of any share by virtue of it being contained or recorded in such copy of the Register or that list, record or information (as the case may be) kept or maintained outside Jersey.

201. Subject to the provisions of the Companies Laws, the Company may keep an overseas branch register in any country, territory or place (other than in the United Kingdom). The Board may (subject to the requirement that no overseas branch register shall be kept in the United Kingdom) make and vary such regulations as it may think fit in relation to the keeping of any such overseas branch register, including any regulations regarding the transfer of shares from such overseas branch register to the Register, the transfer of shares from the Register to such overseas branch register or the inspection of the overseas branch register. For so long as the shares of the Company are listed on NASDAQ, the Company shall maintain a US Branch Register.

202. For so long as the shares of the Company are listed on NASDAQ, all members shall have their shares registered on the US Branch Register unless the Board otherwise resolves. The Board may take such action as it deems necessary to transfer any shares from the Principal Register or any other Register to the US Branch Register. Each Director (acting alone) will be deemed to have been appointed as the agent of any holder with shares registered on any Register other than the US Branch Register with full power to execute, complete and deliver, in the name of and on behalf of the holder, any transfer form or other documents necessary to transfer such shares from the relevant Register to the US Branch Register. Such appointment is:

(a) made with effect from the later of (i) the holder becoming the holder of such shares and (ii) any share in the Company being listed on NASDAQ; and

(b) irrevocable for a period of one year thereafter.

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MINUTES AND BOOKS

203. The Board shall cause minutes to be made:

(a) of all appointments of officers made by the Board;

(b) of the names of the Directors present at each meeting of the Board and of any committee of the Board; and

(c) of all resolutions and proceedings at all meetings of the Company and of any class of members of the Company and of the Board and of committees of the Board.

Any such minutes if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next following meeting, shall be sufficient evidence, without any further proof, of the facts therein stated.

204. Any register, index, minute book, book of account or other book required by these Articles or the Companies Laws to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Board shall take adequate precautions for guarding against falsification and for facilitating its discovery.

205. Any register, index, minute book, book of account or other book or document of the Company shall always be open to the inspection of the officers of the Company. Subject as aforesaid no member of the Company or other person shall have any right to inspect any book or document of the Company except as conferred by the Companies Laws or as ordered by a court of competent jurisdiction or as authorised by the Board and the Board shall (subject to the provisions of the Companies Laws) determine at what times and under what conditions any such right may be exercised.

ACCOUNTS

206. Accounting records sufficient to show and explain the Company’s transactions and otherwise complying with the Companies Laws shall be kept at the Office or (subject to the provisions of the Companies Laws) at such other place as the Board thinks fit.

207. The Company shall send to each member of the Company and to the Auditors and to every other person who is entitled to receive notice of general meetings copies of the Company’s annual accounts, the Directors’ report (if any) and the Auditors’ report not less than 14 clear days before the date of the general meeting before which they are to be laid. Nothing in this Article shall require the Company to send a copy of those documents to any person who under these Articles is not entitled to be sent notices from the Company or of whose address the Company is unaware or to any holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures. No accidental non-compliance with the provisions of this Article shall invalidate the proceedings at the meeting.

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208. Every account of the Company when audited and approved by the Company in general meeting shall be conclusive except as regards any error discovered therein within three months next after the approval thereof. Whenever such an error is discovered within that period, the account shall forthwith be corrected and thereupon shall be conclusive.

AUDITORS

209. Auditors shall be appointed and their duties, powers, rights and remuneration regulated in accordance with the provisions of the Companies Laws.

210. Subject to the provisions of the Companies Laws, all acts done by persons acting as Auditors shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in their appointment or that they were at the time of their appointment not qualified for appointment.

211. The Auditors shall be entitled to attend any general meeting and to receive all notices of and other communications relating to any general meeting which any member is entitled to receive, and to be heard at any general meeting on any part of the business of the meeting which concerns them as Auditors.

COMMUNICATIONS

Communications to be in writing

212. Any notice or other communication to be given to or by any person pursuant to these Articles (other than a notice convening a meeting of the Board or of a committee of the Board) shall be in writing.

Communications to the Company

213. Subject to the Companies Laws and except where otherwise expressly stated in these Articles, any document or information to be sent or supplied to the Company (whether or not such document or information is required or authorised under the Companies Laws) shall be in hard copy form or, subject to Article 214, be sent or supplied in electronic form.

214. Subject to the Companies Laws, a document or information may be given to the Company in electronic form only if it is given in such form and manner and to such address as may have been specified by the Board from time to time for the receipt of documents in electronic form. The Board may prescribe such procedures as it thinks fit for verifying the authenticity or integrity of any such document or information given to it in electronic form.

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215. A communication sent to the Company by electronic means shall not be treated as received by the Company if it is rejected by computer virus protection arrangements.

Communications by the Company

216. The Company may send or supply any document or information to a member in hard copy form:

(a) personally; or

(b) by sending or supplying it by post in a pre-paid envelope addressed to the member at his registered address or by leaving it at that address in an envelope addressed to the member.

217. Subject to the Companies Laws, a document or information may be sent or supplied by the Company in electronic form to any member who has agreed (generally or specifically) that a document or information may be sent or supplied in electronic form and has not revoked that agreement. Where a document or information is sent or supplied by electronic means, it may only be sent or supplied to an address specified for that purpose by the member.

218. A document or information may be sent or supplied by the Company to a member by being made available on a website if the member has agreed (generally or specifically), or pursuant to Article 221 below is deemed to have agreed, that documents or information can be sent or supplied to the member in that form and has not revoked such agreement. A document or information sent or supplied by means of a website must be made available in a form, and by a means, that the Company reasonably considers will enable the recipient:

(a) to read it; and

(b) to retain a copy of it.

219. If a document or information is sent or supplied by means of a website, the Company must notify the intended recipient of:

(a) the presence of the document or information on the website;

(b) the address of the website and the place on the website where it may be accessed; and

(c) how to access the document or information.

220. Any document or information made available on a website will be maintained on the website for the period of 28 days beginning with the date on which notification is given under Article 219 above, or such shorter period as may be decided by the Board. A failure to make a document or information available on a website throughout the period mentioned in this Article shall be disregarded if:

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(a) it is made available on the website for part of that period; and

(b) the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable for the Company to prevent or avoid.

221. If a member has been asked individually by the Company to agree that the Company may send or supply documents or information generally, or specific documents or information, to the member by means of a website and the Company does not receive a response within a period of 28 days beginning with the date on which the Company’s request was sent (or such longer period as the Board may specify), such member will be deemed to have agreed to receive such documents or information by means of a website in accordance with Article 218 above (save in respect of any documents or information as may be required to be sent in hard copy form pursuant to the Companies Laws). A member can revoke any such deemed election in accordance with Article 222 below.

222. Any amendment or revocation of a notification given to the Company or agreement (or deemed agreement) under these Articles shall only take effect if in writing, signed (or authenticated by electronic means) by the member and on actual receipt by the Company thereof.

223. Where these Articles require or permit a document to be authenticated by a person by electronic means, to be valid it must incorporate the electronic signature or personal identification details of that person, in such form as the Directors may approve, or be accompanied by such other evidence as the Directors may require to satisfy themselves that the document is genuine.

224. In the case of joint holders of a share:

(a) all documents or information shall be given to the joint holder whose name stands first in the Register in respect of the joint holding and any document or information so given shall be deemed for all purposes given to all the joint holders; and

(b) anything to be agreed or specified in relation to any document or information to be given to them may be agreed or specified by any one of the joint holders and any such agreement or specification shall be deemed for all purposes to be agreed or specified by all the joint holders. The agreement or specification of the joint holder whose name stands first in the Register in respect of the joint holding shall be accepted to the exclusion of the agreement or specification of any of the other joint holders.

225. If a member (or, in the case of joint holders, the person first named in the Register) has a registered address outside of Jersey, the United Kingdom or the USA but has notified the Company of an address within Jersey, the United Kingdom or the USA at which documents or information may be given to him, he shall be entitled to have documents or information given to him at that address or, where applicable, to be notified at that address of the availability of documents or information on a website.

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Alternatively, if a member has a registered address outside Jersey, the United Kingdom or the USA, he may give the Company an address for the purposes of communications in electronic form in which event, subject to these Articles, documents or information may, at the Company’s absolute discretion, be sent to him at that address. Otherwise, no such member shall be entitled to receive any document or information from the Company.

226. If on at least three consecutive occasions any document or information sent to a member by post at his registered address or his address at which documents or information may be given to him has been returned undelivered, such member shall not thereafter be entitled to receive any document or information from the Company until he shall have communicated with the Company and supplied the Company with a new registered address within Jersey, the United Kingdom or the USA or an address within Jersey, the United Kingdom or the USA at which documents or information may be given to him.

227. If on at least two consecutive occasions the Company has attempted to send a document or information by electronic means to an address for the time being notified to the Company by a member for that purpose but the Company is aware that there has been a failure of delivery of such document or information, the Company shall, subject to the provisions of these Articles, thereafter send documents and information to such member by post at his registered address or his address at which documents or information may be given to him.

228. The provisions of Articles 216 to 236 do not affect any provision of the Companies Laws requiring documents or information to be served on or given, sent, supplied or delivered to a member in a particular manner.

Notice to persons entitled by transmission

229. The Company may give a document or information to the person entitled by transmission to a share by sending it in any manner authorised by these Articles for the giving of a document or information to a member, addressed to that person by name or by the title of representative of the deceased or trustee of the bankrupt or representative by operation of law or by any similar description, at the address (if any) in Jersey, the United Kingdom or the USA supplied for that purpose by the person claiming to be so entitled. Until such an address has been supplied, a document or information may be given in any manner in which it might have been given if the death or bankruptcy or other event giving rise to the transmission of entitlement had not occurred.

Record date for communications

230. For the purposes of giving notices of meetings, or of sending or supplying other documents or other information, whether under the Companies Laws, any other applicable law or regulation, a provision in these Articles or any other instrument, the Board may determine that persons entitled to receive such documents or information are those persons entered on the Register at the close of business on a day determined by it.

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Evidence of service

231. Any document or information:

(a) addressed to a member at his registered address or address at which documents or information may be given to him in Jersey, the United Kingdom or the USA shall, if sent by post, be deemed to have been given to or received by the intended recipient on the day after the day on which it was posted and, in proving service, it shall be sufficient to prove that an envelope containing the document or information was properly addressed, pre-paid and put into the post;

(b) not sent by post but addressed to a member and left at his registered address or address at which documents or information may be given to him in Jersey, the United Kingdom or the USA shall be deemed to have been given to or received by the intended recipient on the day on which it was so left;

(c) sent or supplied by electronic means shall be deemed to have been given to or received by the intended recipient on the day it was sent even if the Company subsequently sends a hard copy of such document or information by post and, in proving service, it shall be sufficient to show that the document or information was properly addressed and sent; and

(d) sent or supplied by being made available on a website shall be deemed to have been given to or received by the intended recipient on the day on which the document or information was first made available on the website or, if later, when the recipient received (or is deemed to have received) notification of the fact that the document or information was available on the website.

232. A member present in person at any meeting of the Company shall be deemed to have been received due notice of the meeting and, where requisite, of the purposes for which the meeting was called.

233. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the United Kingdom Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.

234. Any document or other information sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose.

Notice binding on transferees

235. Every person who, by operation of law, transfer or any other means, becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been given to a person from whom he derives his title.

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Notice during disruption of services

236. If at any time by reason of the suspension, interruption or curtailment of postal services or the electronic communications system in Jersey, the United Kingdom or the USA, the Company is or would be unable effectively to convene a general meeting by notices sent through the post or by electronic means, notice of the general meeting may be given by a notice advertised in at least one newspaper with a national circulation in each of the United Kingdom and the USA. Such notice shall be deemed to have been duly served on all persons who are entitled to have notice of meetings sent to them at noon on the day when the advertisement (or, where applicable, the first of such advertisements) appears. In any such case, the Company shall send confirmatory copies of the notice by post or by electronic means if, at least seven clear days before the meeting, the posting of notices to addresses throughout Jersey, the United Kingdom or the USA or, as the case may be, the sending of such notices by electronic means again becomes practicable.

WINDING UP

237. Subject to any particular rights or limitations for the time being attached to any shares, as may be specified in these Articles or in any Statement of Rights upon which such shares may be issued, if the Company is wound up, the assets available for distribution among the members shall be distributed to the members pro rata to the number of shares held by each member at the time of the commencement of the winding up. If any share is not fully paid up, that share shall only carry the right to receive a distribution calculated on the basis of the proportion that the amount paid up on that share bears to the issue price of that share.

238. If the Company shall be wound up the liquidator (or the Directors, where no liquidator is appointed) may, with the authority of a special resolution, divide amongst the members in specie the whole or any part of the assets of the Company (whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds) and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may subject to any special rights attached to any shares or the terms of issue thereof determine how such division shall be carried out as between the members or different classes of members. The liquidator (or the Directors, where no liquidator is appointed) may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator (or the Directors, where no liquidator is appointed) with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

INDEMNITY AND INSURANCE

239. Subject to the provisions of and to the extent permitted by the Companies Laws, the Company may:

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(a) indemnify any Director or former Director of the Company (or of a subsidiary) against any liability;

(b) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of an associated body corporate) against liability incurred in connection with the company’s activities as trustee of the scheme;

(c) purchase and maintain insurance against any liability for any person referred to in paragraph (a) or (b) above; and

(d) provide any person referred to in paragraph (a) or (b) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such person to avoid incurring such expenditure).

240. Subject to the Companies Laws, the powers given by Article 239 shall not limit any general powers of the Company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief.

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EX-4.1

Exhibit 4.1

. ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS#
ORDINARY SHARES
PAR VALUE $0.01
ORDINARY SHARES
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND
COLLEGE STATION, TX
Certificate Number
ZQ00000000
mimecast
MIMECAST LIMITED
INCORPORATED UNDER THE LAWS OF BAILIWICK OF JERSEY (REGISTERED NUMBER 119119)
Shares
* * 000000 * * * * * * * * * * * * * * * * * *
* * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * *
THIS CERTIFIES THAT
is the owner of
** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. MR. Alexander David SAMPLE Sample **** Mr. Alexander David & Sample MRS. **** Mr. Alexander SAMPLE David Sample **** Mr. Alexander & David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander MR. David Sample SAMPLE **** Mr. Alexander David Sample **** &Mr. Alexander MRS. David Sample SAMPLE **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample
**000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 ***ZERO HUNDRED THOUSAND 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 ZERO HUNDRED AND ZERO*** **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S
CUSIP G14838 10 9
SEE REVERSE FOR CERTAIN DEFINITIONS
FULLY-PAID AND NON-ASSESSABLE ORDINARY SHARES OF
Mimecast Limited (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of Association, as amended of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
Chief Financial Officer
MIMECAST LIMITED SEAL
BAILIWICK OF JERSEY
DATED DD-MMM-YYYY
COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR,
By
AUTHORIZED SIGNATURE
mimecast
PO BOX 43004, Providence, RI 02940-3004
MR A SAMPLE
DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4
CUSIP XXXXXX XX X
Holder ID XXXXXXXXXX
Insurance Value 1,000,000.00
Number of Shares 123456
DTC 12345678 123456789012345
Certificate Numbers Num/No. Denom. Total
1234567890/1234567890 1 1 1
1234567890/1234567890 2 2 2
1234567890/1234567890 3 3 3
1234567890/1234567890 4 4 4
1234567890/1234567890 5 5 5
1234567890/1234567890 6 6 6
Total Transaction 7
SECURITY INSTRUCTIONS ON REVERSE
1234567

MIMECAST LIMITED

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF GIFT MIN ACT	-                            Custodian
			(Cust)                                         (Minor)
TEN ENT	- as tenants by the entireties		under Uniform Gifts to Minors Act
			(State)
JT TEN	- as joint tenants with right of survivorship and not as tenants in common	UNIF TRF MIN ACT	-                            Custodian (until age                             )
			(Cust)
			under Uniform Transfers to Minors Act
			(Minor)                                                                 (State)
Additional abbreviations may also be used though not in the above list.

	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received,                                  hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

Shares

of the ordinary shares represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney

to transfer the said stock on the books of the within named Company with full power of substitution in the premises.

Dated:	20		Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
Signature:
Signature:
	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

EX-4.2.1

EXHIBIT 4.2.1

DATED 5 November 2015

MIMECAST LIMITED

(a company incorporated in Jersey)

and

MIMECAST LIMITED

(a company incorporated in England and Wales)

and

THE SHAREHOLDERS

SHAREHOLDERS’ AGREEMENT

relating to Mimecast Limited (Jersey) and Mimecast Limited (England and Wales)

5 New Street Square | London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.taylorwessing.com  

THIS DEED is made on 5 November 2015    

BETWEEN

(1) MIMECAST LIMITED (company number 119119) whose registered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX (“Newco”);

(2) MIMECAST LIMITED (company number 4698693) whose registered office is at 6^th Floor, Citypoint, One Ropemaker Street, London EC2Y 9AW (the “Company”); and

(3) the holders of shares in the capital of the Company listed in schedule 1 (the “Shareholders”).

INTRODUCTION

(A) On 18 September 2012 the Company and the Shareholders entered into a subscription and shareholders’ agreement (the “Original Shareholders’ Agreement”).

(B) Newco made an offer on 20 October 2015 to the Shareholders and all other holders of shares in the capital of the Company to purchase, pursuant to an offer circular of the Company (the “Circular”), their entire issued share capital of the Company in exchange for shares in the capital of Newco (the “Offer”).

(C) On the terms and conditions set out in this deed, the Company and the Shareholders wish to terminate the Original Shareholders’ Agreement and Newco and the Shareholders wish to enter into an agreement similar to the Original Shareholders’ Agreement.

AGREED TERMS

1. Termination of the Original Shareholders’ Agreement

1.1 Conditional only upon completion of the Offer in accordance with its terms, the Company and the Shareholders absolutely and irrevocably agree that the Original Shareholders’ Agreement shall be terminated without the need for further notice by any of them.

1.2 Termination of the Original Shareholders’ Agreement in accordance with this clause 1 shall not release or discharge a party from any liabilities, actions, claims, proceedings and demands of whatever nature (actual or contingent, present or future) which at the time of termination have already accrued to any other party or which thereafter may accrue in respect of any act or omission prior to such termination.

2. Entry into the Newco Shareholders’ Agreement

Conditional only upon completion of the Offer in accordance with its terms, Newco and the Shareholders absolutely and irrevocably agree that:

(a) the Original Shareholders’ Agreement shall be effective as between them as though references therein to “Mimecast Limited” were to Newco (the “Newco Shareholders’ Agreement”). For the avoidance of doubt:

(i) it is the parties’ intention that the Newco Shareholders’ Agreement shall be in respect of the rights and obligations relating to Newco or as

between them and the Newco following the date of completion of the Offer in accordance with its terms, and accordingly references in the Newco Shareholders’ Agreement to rights and obligations prior to such date (which were relevant in the context of the Original Shareholders’ Agreement only) shall be ignored;

(ii) references in the Newco Shareholders’ Agreement to “Articles of Association” or “New Articles” shall be to the articles of association of Newco from time to time and references to an article of the Company’s articles of association shall be to the closest approximating article in the articles of association of Newco from time to time; and

(iii) references to shares in the Company are to the equivalent class of shares in Newco; and

(b) a new clause shall be inserted into the Newco Shareholders’ Agreement which shall read:

“Termination

This agreement shall continue in full force and effect until the first to occur of the following events:

(i) a Sale or an IPO; or

(ii) the completion of the dissolution and winding-up of the Company.”

3. Consents

Each Shareholder acknowledges the Offer and hereby absolutely and irrevocably:

(a) waives all rights within the Original Shareholders’ Agreement and the Newco Shareholders’ Agreement relating to the Offer; and

(b) consents to the Offer and to all matters, acts or things necessary or incidental (in the reasonable opinion of the boards of directors of the Company and Newco) to give effect thereto.

4. Further assurances

4.1 At any time after the date of this deed each party shall, and shall use its best endeavours (consistent with accepted commercial practice) to procure that any necessary third party associated with it shall, at the sole cost and expense of that party, execute and deliver all such deeds and documents in a form reasonably satisfactory to the other parties and do such matters, acts and things as may reasonably be required for the purpose of giving effect to the intention set out in clause 2(a)(i).

4.2 Following completion of the Offer, Newco shall make an election to treat the Company as a disregarded entity under United States Treasury Regulations Section 301.7701-3, effective as of the date immediately following the date in which the Offer is completed (the “CTB Election”). The parties intend that the acquisition by Newco of the shares of the Company pursuant to the completion of the Offer, followed by the CTB Election, shall together be treated as a reorganization under Section 368(a)(1)(F) of the United States Internal Revenue Code (the “Code”), and that this Agreement shall constitute the “plan of reorganization” within the meaning of Sections 354 and 361 of the Code.

2

Unless otherwise required pursuant to a determination by a taxing authority, none of the parties shall take any reporting position or other action inconsistent with the foregoing, and none of the parties shall fail to take any reporting position or other action to the extent such failure is inconsistent with the foregoing.

5. Counterparts

5.1 This deed may be executed in any number of counterparts which together shall constitute one deed. Any party may enter into this deed by executing a counterpart and this deed shall not take effect until it has been executed by all parties.

5.2 Delivery of an executed signature page of a counterpart by facsimile transmission or in Adobe™ Portable Document Format (PDF) sent by electronic mail shall take effect as delivery of an executed counterpart of this deed. If either method is adopted, without prejudice to the validity of such deed, each party shall provide the others with the original of such page as soon as reasonably practicable thereafter.

6. Governing law and jurisdiction

This deed (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this deed or its formation) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the courts of England in connection with any such dispute, controversy, proceedings or claim.

3

This deed has been executed and delivered by each of the parties as a deed on the date first written on the front page of this deed.

EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS VII, L.P.	)
By: its General Partner	)
Insight Venture Associates VII, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Venture Associates VII, Ltd.
EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS (CAYMAN)	)
VII, L.P.	)
By: its General Partner	)
Insight Venture Associates VII, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Venture Associates VII, Ltd.
EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS VII	)
(CO-INVESTORS), L.P.	)
By: its General Partner	)
Insight Venture Associates VII, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Venture Associates VII, Ltd.
EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS	)
(DELAWARE) VII, L.P.	)
By: its General Partner	)
Insight Venture Associates VII, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Venture Associates VII, Ltd.
EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS	)
COINVESTMENT FUND II, L.P.	)
By: its General Partner	)
Insight Venture Associates Coinvestment II, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Holdings Group, LLC

4

EXECUTED and DELIVERED as a DEED	)	/s/ Edward Thorogood
by INDEX VENTURES V (JERSEY), L.P.	)	Edward Thorogood, Alternate Director
By: its Managing General Partner:	)
Index Venture Associates V Limited	)	/s/ Sinead Meehan
	)	Sinead Meehan
EXECUTED and DELIVERED as a DEED	)	/s/ Edward Thorogood
by INDEX VENTURES V PARALLEL	)	Edward Thorogood, Alternate Director
ENTREPRENEUR FUND (JERSEY), L.P.	)
By: its Managing General Partner:	)
Index Venture Associates V Limited	)	/s/ Sinead Meehan
	)	Sinead Meehan
EXECUTED and DELIVERED as a DEED	)
by YUCCA (JERSEY) SLP	)
	)
By: Elian Employee Benefit Services Limited	)
as Authorized Signatory of Yucca (Jersey) SLP in its capacity as administrator of the Index	) )	/s/ illegible
Co-Investment Scheme	)	Authorised Signatory – Elian Employee
	)	Benefit Services Limited
EXECUTED and DELIVERED as a DEED	)	/s/ Norman Fiore
By DAWN ENTERPRISE CAPITAL	)	Authorised Signatory
FUND LP acting by its general partner	)
DAWN CAPITAL LLP	)
	)	/s/ Haakon Overli
	)	Authorised Signatory
EXECUTED and DELIVERED as a DEED	)	/s/ illegible
By DAWN MIMECAST	)	Director  Clambake Limited
HOLDINGS LIMITED	)
	)
	)	/s/ illegible
	)	Director/Secretary  Cellar Limited
EXECUTED and DELIVERED as a DEED	)	/s/ illegible
By DAWN MIMECAST	)	Director  Clambake Limited
(II) HOLDINGS LIMITED	)
	)
	)	/s/ illegible
	)	Director/Secretary  Cellar Limited

5

EXECUTED and DELIVERED as a DEED		)	/s/ illegible
By OSPREY HEIGHTS LIMITED		)	Director
		)
		)
		)	/s/ illegible
		)	Director/Secretary
SIGNED as a DEED and DELIVERED		)
by PETER BAUER in the		)	/s/ Peter Bauer
presence of:		)
witness signature	/s/ Michelle L. Anzivino
witness name	Michelle L. Anzivino
witness address
witness occupation
SIGNED as a DEED and DELIVERED		)
by NEIL MURRAY in the		)	/s/ Neil Murray
presence of:		)
witness signature	/s/ Sharon Boniface
witness name	Sharon Boniface
witness address
witness occupation
EXECUTED and DELIVERED as a DEED		)	/s/ illegible
By BUTTERWORTH TRUST		)	Trustee
		)
		)
		)	/s/ illegible
		)	Trustee
SIGNED as a DEED and DELIVERED		)
by ROGER FULLERTON in the		)	/s/ Roger Fullerton
presence of:	Christine Fullerton	)
witness signature	/s/ Christine Fullerton

6

witness name
witness address
witness occupation
SIGNED as a DEED and DELIVERED		)
by JAMES ESPEY in the		)	/s/ James Espey
presence of:		)
witness signature	/s/ Christine Holland
witness name	Christine Holland
witness address
witness occupation
SIGNED as a DEED and DELIVERED		)
by MARK BILBE in the		)	/s/ Mark Bilbe
presence of:		)
witness signature	/s/ Michelle L. Anzivino
witness name	Michelle L. Anzivino
witness address
witness occupation
EXECUTED and DELIVERED as a DEED		)	/s/ Peter Campbell
By MIMECAST LIMITED acting by a director		)	Director
in the presence of:		)
witness signature	/s/ Michelle L. Anzivino
witness name	Michelle L. Anzivino
witness address
witness occupation
EXECUTED and DELIVERED as a DEED		)	/s/ Peter Campbell
By MIMECAST LIMITED		)	Director

7

SCHEDULE 1

THE SHAREHOLDERS

Insight Venture Partners VII, L.P.

Insight Venture Partners (Cayman) VII, L.P.

Insight Venture Partners VII (Co-Investors), L.P.

Insight Venture Partners (Delaware) VII, L.P.

Insight Venture Partners Coinvestment Fund II, L.P.

Index Ventures V (Jersey), L.P.

Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.

Yucca (Jersey) SLP

Dawn Enterprise Capital Fund LP

Dawn Mimecast (II) Holdings Limited

Neil Murray

Peter Bauer

Rock Trustees as trustees of the Butterworth Trust

Dawn Enterprise Capital Fund LP

Dawn Mimecast Holdings Limited

Dawn Mimecast (II) Holdings Limited

James Espey

Mark Bilbe

Osprey Heights Limited

Roger Fullerton

8

EX-4.3.1

EXHIBIT 4.3.1

DATED 5 November 2015

MIMECAST LIMITED

(a company incorporated in Jersey)

and

MIMECAST LIMITED

(a company incorporated in England and Wales)

and

THE SHAREHOLDERS

REGISTRATION RIGHTS AGREEMENT

relating to Mimecast Limited (Jersey) and Mimecast Limited (England and Wales)

5 New Street Square | London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.taylorwessing.com  

THIS DEED is made on 5 November 2015    

BETWEEN

(1) MIMECAST LIMITED (company number 119119) whose registered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX (“Newco”);

(2) MIMECAST LIMITED (company number 4698693) whose registered office is at 6^th Floor, Citypoint, One Ropemaker Street, London EC2Y 9AW (the “Company”); and

(3) the holders of shares in the capital of the Company listed in schedule 1 (the “Shareholders”).

INTRODUCTION

(A) On 18 September 2012 the Company and the Shareholders entered into a registration rights agreement (the “Original Registration Rights Agreement”).

(B) Newco made an offer on 20 October 2015 to the Shareholders and all other holders of shares in the capital of the Company to purchase, pursuant to an offer circular of the Company (the “Circular”), their entire issued share capital of the Company in exchange for shares in the capital of Newco (the “Offer”).

(C) On the terms and conditions set out in this deed, the Company and the Shareholders wish to terminate the Original Registration Rights Agreement and Newco and the Shareholders wish to enter into an agreement similar to the Original Registration Rights Agreement.

AGREED TERMS

1. Termination of the Original Registration Rights Agreement

1.1 Conditional only upon completion of the Offer in accordance with its terms, the Company and the Shareholders absolutely and irrevocably agree that the Original Registration Rights Agreement shall be terminated without the need for further notice by any of them.

1.2 Termination of the Original Registration Rights Agreement in accordance with this clause 1 shall not release or discharge a party from any liabilities, actions, claims, proceedings and demands of whatever nature (actual or contingent, present or future) which at the time of termination have already accrued to any other party or which thereafter may accrue in respect of any act or omission prior to such termination.

2. Entry into the Newco Registration Rights Agreement

Conditional only upon completion of the Offer in accordance with its terms, Newco and the Shareholders absolutely and irrevocably agree that the Original Registration Rights Agreement shall be effective as between them as though references therein to “Mimecast Limited” or “the Company” were to Newco (the “Newco Registration Rights Agreement”). For the avoidance of doubt:

(a) it is the parties’ intention that the Newco Registration Rights Agreement shall be in respect of the rights and obligations relating to Newco or as between them and the Newco following the date of completion of the Offer in

accordance with its terms, and accordingly references in the Newco Registration Rights Agreement to rights and obligations prior to such date (which were relevant in the context of the Original Registration Rights Agreement only) shall be ignored; and

(b) references in the Newco Registration Rights Agreement to:

(i) “A Ordinary Shares” shall be to the A ordinary shares of $0.002 each in the capital of Newco;

(ii) “Founder Shares” shall be to the founder ordinary shares of $0.002 each in the capital of Newco;

(iii) “Series A Preferred Shares” shall be to the convertible series A preferred shares of $0.002 each in the capital of Newco; and

(iv) “Series B Preferred Shares” shall be to the series B preferred shares of $0.002 each in the capital of Newco.

3. Further assurances

At any time after the date of this deed each party shall, and shall use its best endeavours (consistent with accepted commercial practice) to procure that any necessary third party associated with it shall, at the sole cost and expense of that party, execute and deliver all such deeds and documents in a form reasonably satisfactory to the other parties and do such matters, acts and things as may reasonably be required for the purpose of giving effect to the intention set out in clause 2(a).

4. Counterparts

4.1 This deed may be executed in any number of counterparts which together shall constitute one deed. Any party may enter into this deed by executing a counterpart and this deed shall not take effect until it has been executed by all parties.

4.2 Delivery of an executed signature page of a counterpart by facsimile transmission or in Adobe™ Portable Document Format (PDF) sent by electronic mail shall take effect as delivery of an executed counterpart of this deed. If either method is adopted, without prejudice to the validity of such deed, each party shall provide the others with the original of such page as soon as reasonably practicable thereafter.

5. Governing law and jurisdiction

This deed (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this deed or its formation) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the courts of England in connection with any such dispute, controversy, proceedings or claim.

2

This deed has been executed and delivered by each of the parties as a deed on the date first written on the front page of this deed.

EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS VII, L.P.	)
By: its General Partner	)
Insight Venture Associates VII, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Venture Associates VII, Ltd.
EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS (CAYMAN)	)
VII, L.P.	)
By: its General Partner	)
Insight Venture Associates VII, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Venture Associates VII, Ltd.
EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS VII	)
(CO-INVESTORS), L.P.	)
By: its General Partner	)
Insight Venture Associates VII, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Venture Associates VII, Ltd.
EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS	)
(DELAWARE) VII, L.P.	)
By: its General Partner	)
Insight Venture Associates VII, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Venture Associates VII, Ltd.
EXECUTED and DELIVERED as a DEED	)
by INSIGHT VENTURE PARTNERS	)
COINVESTMENT FUND II, L.P.	)
By: its General Partner	)
Insight Venture Associates Coinvestment II, L.P.	)	/s/ illegible
By: its General Partner	)	Director / Authorised Signatory
Insight Holdings Group, LLC

3

EXECUTED and DELIVERED as a DEED	)	/s/ Edward Thorogood
by INDEX VENTURES V (JERSEY), L.P.	)	Edward Thorogood, Alternate Director
By: its Managing General Partner:	)
Index Venture Associates V Limited	)	/s/ Sinead Meehan
	)	Sinead Meehan
EXECUTED and DELIVERED as a DEED	)
by INDEX VENTURES V PARALLEL	)	/s/ Edward Thorogood
ENTREPRENEUR FUND (JERSEY), L.P.	)	Edward Thorogood, Alternate Director
By: its Managing General Partner:	)
Index Venture Associates V Limited	)	/s/ Sinead Meehan
	)	Sinead Meehan
EXECUTED and DELIVERED as a DEED	)
by YUCCA (JERSEY) SLP	)
	)
By: Elian Employee Benefit	)
Services Limited as Authorised Signatory	)
of Yucca (Jersey) SLP in its capacity as	)	/s/ illegible
administrator of the Index Co-Investment Scheme	)	Authorised Signatory – Elian Employee
	)	Benefit Services Limited
EXECUTED and DELIVERED as a DEED	)	/s/ Norman Fiore
By DAWN ENTERPRISE CAPITAL	)	Authorised Signatory
FUND LP acting by its general partner	)
DAWN CAPITAL LLP	)
	)	/s/ Haakon Overli
	)	Authorised Signatory
EXECUTED and DELIVERED as a DEED	)	/s/ illegible
By DAWN MIMECAST	)	Director Clambake Limited
(II) HOLDINGS LIMITED	)
	)
	)	/s/ illegible
	)	Director/Secretary Cellar Limited

4

EXECUTED and DELIVERED as a DEED		)
by PETER BAUER in the		)	/s/ Peter Bauer
presence of:		)
witness signature	/s/ Michelle L. Anzivino
witness name	Michelle L. Anzivino
witness address
witness occupation
EXECUTED and DELIVERED as a DEED		)
by NEIL MURRAY in the		)	/s/ Neil Murray
presence of:		)
witness signature	/s/ Sharon Boniface
witness name	Sharon Boniface
witness address
witness occupation
EXECUTED and DELIVERED as a DEED		)	/s/ illegible
By BUTTERWORTH TRUST		)	Trustee
		)
		)
		)	/s/ illegible
		)	Trustee
EXECUTED and DELIVERED as a DEED		)	/s/ Peter Campbell
By MIMECAST LIMITED acting by a director		)	Director
in the presence of:		)
witness signature	/s/ Michelle L. Anzivino
witness name	Michelle L. Anzivino
witness address
witness occupation
EXECUTED and DELIVERED as a DEED		)	/s/ Peter Campbell
By MIMECAST LIMITED		)	Director

5

SCHEDULE 1

THE SHAREHOLDERS

Peter Bauer

78 Main Street

Southborough, MA 01772

Neil Murray

Stoke Gap House

Ashton Road

Stoke Bruerne

Northamptonshire

NN12 7AM

Butterworth Trust

Rock House

Sark

GY9 0SD

Dawn Enterprise Capital Fund LP

C/o Dawn Capital LLP

14 Buckingham Street

London

WC2N 6DF

Dawn Mimecast (II) Holdings Limited

PO Box 3175

Road Town

Tortola

British Virgin Islands

Index Ventures V (Jersey), L.P.,

Index Ventures Associates V Limited

Whiteley Chambers

Don Street

St. Helier

Jersey

JE4 9WG

Channel Islands

Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P.

Index Ventures Associates V Limited

Whiteley Chambers

Don Street

St. Helier

Jersey

JE4 9WG

Channel Islands

Yucca (Jersey) SLP

C/o Elian Employee Benefit Services Limited

44 Esplanade

St. Helier

Jersey

JE4 9WG

Channel Islands

For the Attention of Giles Johnstone - Scott

6

With copies to:

Index Venture S.A.

2 rue de Jargonnant

1207 Geneva

Switzerland

Fax: +41 22 737 0099

Attention: Andre Dabois

Email: andre@indexventures.com

Insight Venture Partners VII, L.P.

680 Fifth Avenue

New York, NY 10019

Insight Venture Partners (Cayman) VII, L.P.

680 Fifth Avenue

New York, NY 10019

Insight Venture Partners VII (Co-Investors), L.P.

680 Fifth Avenue

New York, NY 10019

Insight Venture Partners (Delaware) VII, L.P.

680 Fifth Avenue

New York, NY 10019

Insight Venture Partners Coinvestment Fund II, L.P.

680 Fifth Avenue

New York, NY 10019

7

EX-10.9

Exhibit 10.9

MIMECAST LIMITED

2015 SHARE OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Mimecast Limited 2015 Share Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Mimecast Limited (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Appendix” means an appendix to the Plan.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Share Options, Non-Qualified Share Options, Share Appreciation Rights, Restricted Share Units, Restricted Share Awards, Unrestricted Share Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights.

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated payment.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Consultant” means any natural person that provides bona fide services to the Company, and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Covered Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Shares specified in the Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the grantee.

“Effective Date” means the date on which the Plan becomes effective as set forth in Section 22.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Shares on any given date means the fair market value of the Shares determined in good faith by the Administrator; provided, however, that if the Shares are admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Shares are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Incentive Share Option” means any Share Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the first underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Shares shall be publicly held.

“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.

“Non-Qualified Share Option” means any Share Option that is not an Incentive Share Option.

“Option” or “Share Option” means any option to purchase Shares granted pursuant to Section 6.

“Ordinary Shares” means the ordinary shares of the Company.

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“Performance-Based Award” means any Restricted Share Award, Restricted Share Units, Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

“Performance Criteria” means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: total shareholder return; expense levels; cash flow (including, but not limited to, operating cash flow and free cash flow); business development and financing milestones; earnings before interest, taxes, depreciation and amortization, or any elements thereof; net income (loss) (either before or after interest, taxes, depreciation and/or amortization); changes in the market price of the Company’s ordinary shares; economic value-added; sales or revenue; acquisitions or strategic transactions; operating income (loss); return on capital, assets, equity, or investment; shareholder returns; return on sales; gross or net profit levels; productivity; expense; margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per Share; sales or market shares and number of customers; annual spend estimate for new customers signed; number of billable awards; billings and billings retention rate, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Committee may appropriately adjust any evaluation performance under a Performance Criterion to exclude any of the following events that occurs during a Performance Cycle: (i) asset write-downs or impairments, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reporting results, (iv) accruals for reorganizations and restructuring programs, and (v) any item of an unusual nature or of a type that indicates infrequency of occurrence, or both, including those described in the Financial Accounting Standards Board’s authoritative guidance and/or in management’s discussion and analysis of financial condition of operations appearing the Company’s annual report to shareholders for the applicable year.

“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Share Award, Restricted Share Units, Performance Share Award or Cash-Based Award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months.

“Performance Goals” means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria.

“Performance Share Award” means an Award entitling the recipient to acquire Shares upon the attainment of specified performance goals.

“Restricted Shares” means the Shares underlying a Restricted Share Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.

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“Restricted Share Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Restricted Share Units” means an Award of share units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Sale Event” means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding shares immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding shares or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Shares of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by shareholders, per Share pursuant to a Sale Event.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Shares” means the Ordinary Shares, subject to adjustments pursuant to Section 3.

“Share Appreciation Right” means an Award entitling the recipient to receive Shares having a value equal to the excess of the Fair Market Value of the Shares on the date of exercise over the exercise price of the Share Appreciation Right multiplied by the number of Shares with respect to which the Share Appreciation Right shall have been exercised.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of shares of the Company or any parent or subsidiary corporation.

“Unrestricted Share Award” means an Award of Shares free of any restrictions.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a) Administration of Plan. The Plan shall be administered by the Administrator.

(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i) to select the individuals to whom Awards may from time to time be granted;

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(ii) to determine the time or times of grant, and the extent, if any, of Incentive Share Options, Non-Qualified Share Options, Share Appreciation Rights, Restricted Share Awards, Restricted Share Units, Unrestricted Share Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;

(iii) to determine the number of Shares to be covered by any Award;

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;

(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi) subject to the provisions of Section 6(c), to extend at any time the period in which Share Options may be exercised;

(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable;

(viii) to interpret the terms and provisions of the Plan and any Award (including related written instruments);

(ix) to make all determinations it deems advisable for the administration of the Plan; and

(x) to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.

(c) Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation as to the number of Shares underlying Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

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(d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.

(e) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws, including by setting out such terms and conditions in an Appendix; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a) Shares Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 5,500,000 Shares (the “Initial Limit”), subject to adjustment as provided in this Section 3, plus on January 1, 2016 and each January 1 thereafter, the number of Shares reserved and available for issuance under the Plan shall be cumulatively increased by five percent of the number of Shares issued and outstanding on the immediately preceding December 31 or such lesser number of Shares determined by the Board (the “Annual Increase”). The Shares underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of

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Shares or otherwise terminated under this Plan (other than by exercise) shall be added back to the Shares available for issuance under the Plan. In the event the Company repurchases Shares on the open market, such Shares shall not be added to the Shares available for issuance under the Plan. Subject to the overall limitation, (a) the maximum aggregate number of Shares that may be issued in the form of Incentive Share Options shall not exceed the Initial Limit cumulatively increased on January 1, 2016 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 2,750,000 Shares and (b) Shares may be issued up to the maximum number of Shares available under the Plan pursuant to any type or types of Award; provided, however, that Share Options or Share Appreciation Rights with respect to no more than 2,750,000 Shares may be granted to any one individual grantee during any one calendar year period. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company.

(b) Changes in Shares. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, share dividend, share split, reverse share split or other similar change in the Company’s share capital, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the Plan, including the maximum number of Shares that may be issued in the form of Incentive Share Options, (ii) the number of Share Options or Share Appreciation Rights that can be granted to any one individual grantee and the maximum number of Shares that may be granted under a Performance-Based Award, (iii) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per Share subject to each outstanding Restricted Share Award, and (v) the exercise price for each Share subject to any then outstanding Share Options and Share Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Share Options and Share Appreciation Rights) as to which such Share Options and Share Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of Shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional Shares.

(c) Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards

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of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per Share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Options and Share Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the grantees holding Options and Share Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of Shares subject to outstanding Options and Share Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Share Appreciation Rights; or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Share Appreciation Rights (to the extent then exercisable) held by such grantee.

SECTION 4. MAXIMUM AWARDS TO NON-EMPLOYEE DIRECTORS

Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under this Plan and all other cash compensation paid by the Company to any Non-Employee Director in any calendar year shall not exceed $1,000,000. For the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 but excluding the impact of estimated forfeitures related to service-based vesting provisions.

SECTION 5. ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.

SECTION 6. SHARE OPTIONS

(a) Award of Share Options. The Administrator may grant Share Options under the Plan. Any Share Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

Share Options granted under the Plan may be either Incentive Share Options or Non-Qualified Share Options. Incentive Share Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Share Option, it shall be deemed a Non-Qualified Share Option.

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Share Options granted pursuant to this Section 6 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Share Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.

(b) Exercise Price. The exercise price per share for the Shares covered by a Share Option granted pursuant to this Section 6 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Share Option that is granted to a Ten Percent Owner, the option price of such Incentive Share Option shall be not less than 110 percent of the Fair Market Value on the grant date.

(c) Option Term. The term of each Share Option shall be fixed by the Administrator, but no Share Option shall be exercisable more than ten years after the date the Share Option is granted. In the case of an Incentive Share Option that is granted to a Ten Percent Owner, the term of such Share Option shall be no more than five years from the date of grant.

(d) Exercisability; Rights of a Shareholder. Share Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Share Option. An optionee shall have the rights of a shareholder only as to shares acquired upon the exercise of a Share Option and not as to unexercised Share Options.

(e) Method of Exercise. Share Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except to the extent otherwise provided in the Option Award Certificate:

(i) In cash, by certified or bank check or other instrument acceptable to the Administrator;

(ii) Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of Shares that are not then subject to restrictions under any Company plan. Such surrendered Shares shall be valued at Fair Market Value on the exercise date;

(iii) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or

(iv) With respect to Share Options that are not Incentive Share Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.

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Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the Shares to be purchased pursuant to the exercise of a Share Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Share Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee upon the exercise of the Share Option shall be net of the number of attested Shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Share Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Share Options may be permitted through the use of such an automated system.

(f) Annual Limit on Incentive Share Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Share Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Share Option exceeds this limit, it shall constitute a Non-Qualified Share Option.

SECTION 7. SHARE APPRECIATION RIGHTS

(a) Award of Share Appreciation Rights. The Administrator may grant Share Appreciation Rights under the Plan. A Share Appreciation Right is an Award entitling the recipient to receive Shares having a value equal to the excess of the Fair Market Value of a Share on the date of exercise over the exercise price of the Share Appreciation Right multiplied by the number of Shares with respect to which the Share Appreciation Right shall have been exercised.

(b) Exercise Price of Share Appreciation Rights. The exercise price of a Share Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Shares on the date of grant.

(c) Grant and Exercise of Share Appreciation Rights. Share Appreciation Rights may be granted by the Administrator independently of any Share Option granted pursuant to Section 6 of the Plan.

(d) Terms and Conditions of Share Appreciation Rights. Share Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Share Appreciation Right may not exceed ten years.

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SECTION 8. RESTRICTED SHARE AWARDS

(a) Nature of Restricted Share Awards. The Administrator may grant Restricted Share Awards under the Plan. A Restricted Share Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.

(b) Rights as a Shareholder. Upon the grant of the Restricted Share Award and payment of any applicable purchase price, a grantee shall have the rights of a shareholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Share Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted Share Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 8(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 8(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.

(c) Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Share Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 19 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a shareholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.

(d) Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”

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SECTION 9. RESTRICTED SHARE UNITS

(a) Nature of Restricted Share Units. The Administrator may grant Restricted Share Units under the Plan. A Restricted Share Unit is an Award of share units that may be settled in Shares upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted Share Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Share Units, to the extent vested, shall be settled in the form of Shares. Restricted Share Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.

(b) Election to Receive Restricted Share Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Share Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Share Units based on the Fair Market Value of the Shares on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Share Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.

(c) Rights as a Shareholder. A grantee shall have the rights as a shareholder only as to Shares acquired by the grantee upon settlement of Restricted Share Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the share units underlying his Restricted Share Units, subject to the provisions of Section 14 and such terms and conditions as the Administrator may determine.

(d) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 19 below, in writing after the Award is issued, a grantee’s right in all Restricted Share Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 10. UNRESTRICTED SHARE AWARDS

Grant or Sale of Unrestricted Shares. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Share Award under the Plan. An Unrestricted Share Award is an Award pursuant to which the grantee may

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receive Shares free of any restrictions under the Plan. Unrestricted Share Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

SECTION 11. CASH-BASED AWARDS

Grant of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon the attainment of specified Performance Goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.

SECTION 12. PERFORMANCE SHARE AWARDS

(a) Nature of Performance Share Awards. The Administrator may grant Performance Share Awards under the Plan. A Performance Share Award is an Award entitling the grantee to receive Shares upon the attainment of performance goals. The Administrator shall determine whether and to whom Performance Share Awards shall be granted, the performance goals, the periods during which performance is to be measured, which may not be less than one year except in the case of a Sale Event, and such other limitations and conditions as the Administrator shall determine.

(b) Rights as a Shareholder. A grantee receiving a Performance Share Award shall have the rights of a shareholder only as to Shares actually received by the grantee under the Plan and not with respect to Shares subject to the Award but not actually received by the grantee. A grantee shall be entitled to receive Shares under a Performance Share Award only upon satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 19 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 13. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

(a) Performance-Based Awards. The Administrator may grant one or more Performance-Based Awards in the form of a Restricted Share Award, Restricted Share Units, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the

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Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. Each Performance-Based Award shall comply with the provisions set forth below.

(b) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee, the Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Covered Employees.

(c) Payment of Performance-Based Awards. Following the completion of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award.

(d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance Cycle is 2,500,000 Shares (subject to adjustment as provided in Section 3(b) hereof) or $15,000,000 in the case of a Performance-Based Award that is a Cash-Based Award.

SECTION 14. DIVIDEND EQUIVALENT RIGHTS

(a) Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Shares specified in the Dividend Equivalent Right (or other Award to which it relates) if such Shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Share Units, Restricted Share Award or Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional Shares, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Share Units or

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Performance Share Award shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.

(b) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 19 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 15. TRANSFERABILITY OF AWARDS

(a) Transferability. Except as provided in Section 15(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

(b) Administrator Action. Notwithstanding Section 15(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified Share Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.

(c) Family Member. For purposes of Section 15(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests.

(d) Designation of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

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SECTION 16. TAX WITHHOLDING

(a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or share certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.

(b) Payment in Shares. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from Shares to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding amount. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Shares includible in income of the Participants.

SECTION 17. SECTION 409A AWARDS

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.

SECTION 18. TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.

(a) Termination of Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to have terminated employment for purposes of the Plan.

(b) For purposes of the Plan, the following events shall not be deemed a termination of employment:

(i) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

(ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

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SECTION 19. AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(b) or 3(c), without prior shareholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Share Options or Share Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Share Options or Share Appreciation Rights in exchange for cash or other Awards. To the extent required under the rules of any securities exchange or market system on which the Shares are listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Share Options granted under the Plan are qualified under Section 422 of the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company shareholders entitled to vote at a meeting of shareholders. Nothing in this Section 19 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or 3(c).

SECTION 20. STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Shares or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Shares or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

SECTION 21. GENERAL PROVISIONS

(a) No Distribution. The Administrator may require each person acquiring Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

(b) Delivery of Share Certificates. Share certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a Share transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Shares shall be deemed delivered for all purposes when the Company or a Share transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book

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entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed, quoted or traded. All Share certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Shares are listed, quoted or traded. The Administrator may place legends on any Share certificate to reference restrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

(c) Shareholder Rights. Until Shares is deemed delivered in accordance with Section 21(b), no right to vote or receive dividends or any other rights of a shareholder will exist with respect to Shares to be issued in connection with an Award, notwithstanding the exercise of a Share Option or any other action by the grantee with respect to an Award.

(d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

(e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

(f) Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.

SECTION 22. EFFECTIVE DATE OF PLAN

This Plan shall become effective on the date immediately prior to the date of the Company’s Initial Public Offering following shareholder approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules or pursuant to written consent. No grants of Share Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Share Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.

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SECTION 23. GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware applied without regard to conflict of law principles.

DATE APPROVED BY BOARD OF DIRECTORS: September 2, 2015

DATE APPROVED BY SHAREHOLDERS: November 4, 2015

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APPENDIX 1

TERMS AND CONDITIONS APPLICABLE TO AUSTRALIAN PARTICIPANTS

The Plan is amended as follows in relation to Awards granted to a recipient who is a resident of Australia or is employed in Australia or provides services in Australia (“Australian Recipient”).

Tax deferral. This scheme is a scheme to which Subdivision 83A-C of the Income Tax Assessment Act 1997 applies (subject to the conditions in that Act).

Transferability of Awards. The words “or pursuant to a domestic relations order” are deleted from Section 15(a) of the Plan for Australian Participants. Section 15(b) of the Plan does not apply to any Australian Participant.

Neither this document, nor any Award Certificate connected with it, is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the UK Sub-Plan to the Mimecast Limited 2015 Share Option and Incentive Plan (the “Sub-Plan”). The Sub-Plan is exclusively available to bona fide employees and former employees of Mimecast Limited and any other UK Subsidiary.

UK SUB-PLAN TO THE MIMECAST LIMITED

2015 SHARE OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the UK sub-plan to the Mimecast Limited 2015 Share Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the, employees, of Mimecast Limited (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include, Share Appreciation Rights, Restricted Share Units, Restricted Share Awards, Unrestricted Share Awards, Cash-Based Awards, Performance Share Awards Dividend Equivalent Rights and Unapproved Options.

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.

“Award Tax Liability” means any liability or obligation of the Company and/or any Subsidiary to account for (or pay) income tax (under the UK withholding system of PAYE (pay

as you earn)) or any other taxation provisions and primary class 1 National Insurance Contributions in the United Kingdom to the extent arising from the grant, exercise, assignment, release, cancellation, vesting or any other disposal of an Award or arising out of the acquisition, retention and disposal of the Shares acquired under this Plan.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated payment.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Covered Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Shares specified in the Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the grantee.

“Effective Date” means the date on which the Plan becomes effective as set forth in Section 21.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Shares on any given date means the fair market value of the Shares determined in good faith by the Administrator; provided, however, that if the Shares are admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Shares are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Initial Public Offering” means the first underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Shares shall be publicly held.

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.

“Joint Agreement” means an agreement (in accordance with paragraph 3A of Schedule 1 to the Social Security Contributions and Benefits Act 1992), for the Secondary Contributor to recover any Secondary NIC Liability from the grantee.

“Joint Election” means an election (in such terms and such form as provided in paragraphs 3A and 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992), which has been approved by HM Revenue & Customs for the transfer of the whole of or any liability of the Secondary Contributor for any Secondary NIC Liability.

“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.

“Option” or “Share Option” means any option to purchase Shares granted pursuant to Section 5.

“Ordinary Shares” means the ordinary shares of the Company.

“Performance-Based Award” means any Restricted Share Award, Restricted Share Units, Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

“Personal Representative” means the personal representative(s) of a grantee (being either the executors of his will or if he dies intestate the duly appointed administrator(s) of his estate) who have provided to the Board evidence of their appointment as such.

“Performance Criteria” means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: total shareholder return; expense levels; cash flow (including, but not limited to, operating cash flow and free cash flow); business development and financing milestones; earnings before interest, taxes, depreciation and amortization, or any elements thereof; net income (loss) (either before or after interest, taxes, depreciation and/or amortization); changes in the market price of the Company’s ordinary shares; economic value-added; sales or revenue; acquisitions or strategic transactions; operating income (loss); return on capital, assets, equity, or investment; shareholder returns; return on sales; gross or net profit levels; productivity; expense; margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per Share; sales or market shares and number of customers; annual spend estimate for new customers signed; number of billable awards; billings and billings retention rate, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Committee may appropriately adjust any evaluation performance under a Performance Criterion to exclude any of the following events that occurs during a Performance Cycle: (i) asset write-downs or impairments, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reporting results, (iv) accruals for reorganizations and restructuring

programs, and (v) any item of an unusual nature or of a type that indicates infrequency of occurrence, or both, including those described in the Financial Accounting Standards Board’s authoritative guidance and/or in management’s discussion and analysis of financial condition of operations appearing the Company’s annual report to shareholders for the applicable year.

“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Share Award, Restricted Share Units, Performance Share Award or Cash-Based Award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months.

“Performance Goals” means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria.

“Performance Share Award” means an Award entitling the recipient to acquire Shares upon the attainment of specified performance goals.

“Restricted Shares” means the Shares underlying a Restricted Share Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.

“Restricted Share Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Restricted Share Units” means an Award of share units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Sale Event” means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding shares immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding shares or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Shares of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

“Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by shareholders, per Share pursuant to a Sale Event.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Secondary Contributor” means a person or company who has a liability to account (or pay) the Secondary NIC Liability to HM Revenue & Customs.

“Secondary NIC Liability” means any liability to employer’s Class 1 National Insurance Contributions to the extent arising from the grant, exercise, release, vesting or cancellation of an Award or arising out of the acquisition, retention and disposal of the Shares acquired pursuant to an Award.

“Section 431 Election” means an election made under section 431 ITEPA.

“Shares” means the Ordinary Shares, subject to adjustments pursuant to Section 3.

“Share Appreciation Right” means an Award entitling the recipient to receive Shares having a value equal to the excess of the Fair Market Value of the Shares on the date of exercise over the exercise price of the Share Appreciation Right multiplied by the number of Shares with respect to which the Share Appreciation Right shall have been exercised.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

“Unapproved Option” means an option over shares in the Company that is neither an HM Revenue & Customs tax favoured company share option (under Schedule 4 ITEPA) nor an enterprise management incentive (EMI) option under Schedule 5 ITEPA.

“Unrestricted Share Award” means an Award of Shares free of any restrictions.

“UK Subsidiary” means a Subsidiary of the Company which is incorporated in the UK.

“US Plan” means the Mimecast Limited 2015 Share Option and Incentive Plan.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a) Administration of Plan. The Plan shall be administered by the Administrator.

(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i) to select the individuals to whom Awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of Share Appreciation Rights, Restricted Share Awards, Restricted Share Units, Unrestricted Share Awards, Cash-Based Awards, Performance Share Awards Dividend Equivalent Rights and Unapproved Options, or any combination of the foregoing, granted to any one or more grantees;

(iii) to determine the number of Shares to be covered by any Award;

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;

(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi) subject to the provisions of Section 5 (c), to extend at any time the period in which Share Options may be exercised;

(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable;

(viii) to interpret the terms and provisions of the Plan and any Award (including related written instruments);

(ix) to make all determinations it deems advisable for the administration of the Plan; and

(x) to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.

(c) Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation as to the number of Shares underlying Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

(d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.

(e) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a) Shares Issuable. The maximum number of Shares reserved and available for issuance under the US Plan (together with the Plan) shall be 5,500,000 Shares (the “Initial Limit”), subject to adjustment as provided in this Section 3, plus on January 1, 2016 and each January 1 thereafter, the number of Shares reserved and available for issuance under the US Plan (together with the Plan) shall be cumulatively increased by five percent of the number of Shares issued and outstanding on the immediately preceding December 31 or such lesser number of Shares determined by the Administrator (the “Annual Increase”). The Shares underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Shares or otherwise terminated under the US Plan (together with the Plan) (other than by exercise) shall be added back to the Shares available for issuance under the US Plan (together with the Plan). In the event the Company repurchases Shares on the open market, such Shares shall not be added to the Shares available for issuance under the US Plan (together with the Plan). Shares may be issued up to the maximum number of Shares available under the US Plan (together with the Plan) pursuant to any type or types of Award; provided, however, that Share Options or Share Appreciation Rights with respect to no more than 2,500,000 Shares may be granted to any one individual grantee during any one calendar year period. The Shares available for issuance under the US Plan (together with the Plan) may be authorized but unissued Shares or Shares reacquired by the Company.

(b) Changes in Shares. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, share dividend, share split, reverse share split or other similar change in the Company’s share capital, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the Plan, (ii) the number of Share Options or Share Appreciation Rights that can be granted to any one individual grantee and the maximum number of Shares that may be granted under a Performance-Based Award, (iii) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per Share subject to each outstanding Restricted Share Award, and (v) the exercise price for each Share subject to any then outstanding Share Options and Share Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Share Options and Share Appreciation Rights) as to which such Share Options and Share Appreciation Rights

remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of Shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional Shares.

(c) Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per Share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Options and Share Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the grantees holding Options and Share Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of Shares subject to outstanding Options and Share Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Share Appreciation Rights; or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Share Appreciation Rights (to the extent then exercisable) held by such grantee.

SECTION 4. ELIGIBILITY

Grantees under the Plan will be employees, of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.

SECTION 5. SHARE OPTIONS

(a) Award of Share Options. The Administrator may grant Share Options under the Plan. Any Share Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

Share Options granted under the Plan will be Unapproved Options.

Share Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Share Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.

(b) Exercise Price. The exercise price per share for the Shares covered by a Share Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant

(c) Option Term. The term of each Share Option shall be fixed by the Administrator, but no Share Option shall be exercisable more than ten years after the date the Share Option is granted.

(d) Exercisability; Rights of a Shareholder. Share Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Share Option. An optionee shall have the rights of a shareholder only as to shares acquired upon the exercise of a Share Option and not as to unexercised Share Options.

(e) Method of Exercise. Share Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

(i) In cash, by certified or bank cheque or other instrument acceptable to the Administrator;

(ii) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a cheque payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or

(iii) By a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the Shares to be purchased pursuant to the exercise of a Share Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Share Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Share Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Share Options may be permitted through the use of such an automated system.

SECTION 6. SHARE APPRECIATION RIGHTS

(a) Award of Share Appreciation Rights. The Administrator may grant Share Appreciation Rights under the Plan. A Share Appreciation Right is an Award entitling the recipient to receive Shares having a value equal to the excess of the Fair Market Value of a Share on the date of exercise over the exercise price of the Share Appreciation Right multiplied by the number of Shares with respect to which the Share Appreciation Right shall have been exercised.

(b) Exercise Price of Share Appreciation Rights. The exercise price of a Share Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Shares on the date of grant.

(c) Grant and Exercise of Share Appreciation Rights. Share Appreciation Rights may be granted by the Administrator independently of any Share Option granted pursuant to Section 6 of the Plan.

(d) Terms and Conditions of Share Appreciation Rights. Share Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Share Appreciation Right may not exceed ten years.

SECTION 7. RESTRICTED SHARE AWARDS

(a) Nature of Restricted Share Awards. The Administrator may grant Restricted Share Awards under the Plan. A Restricted Share Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.

(b) Rights as a Shareholder. Upon the grant of the Restricted Share Award and payment of any applicable purchase price, a grantee shall have the rights of a shareholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Share Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted Share Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.

(c) Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Share Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a shareholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.

(d) Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”

Specific UK Securities laws advice must be taken where Restricted Shares are acquired by grantees. Awards of Restricted Shares will not be made except in consultation with UK counsel.

SECTION 8. RESTRICTED SHARE UNITS

(a) Nature of Restricted Share Units. The Administrator may grant Restricted Share Units under the Plan. A Restricted Share Unit is an Award of share units that may be settled in Shares upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted Share Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Share Units, to the extent vested, shall be settled in the form of Shares. Restricted Share Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.

(b) Election to Receive Restricted Share Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Share Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that

the grantee elects to defer shall be converted to a fixed number of Restricted Share Units based on the Fair Market Value of the Shares on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Share Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.

(c) Rights as a Shareholder. A grantee shall have the rights as a shareholder only as to Shares acquired by the grantee upon settlement of Restricted Share Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the share units underlying his Restricted Share Units, subject to the provisions of Section 13 and such terms and conditions as the Administrator may determine.

(d) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s right in all Restricted Share Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 9. UNRESTRICTED SHARE AWARDS

Grant or Sale of Unrestricted Shares. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Share Award under the Plan. An Unrestricted Share Award is an Award pursuant to which the grantee may receive Shares free of any restrictions under the Plan. Unrestricted Share Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

Specific UK Securities laws advice must be taken where Unrestricted Share Awards are granted. Awards of Unrestricted Shares will not be made except in consultation with UK counsel.

SECTION 10. CASH-BASED AWARDS

Grant of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon the attainment of specified Performance Goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.

SECTION 11. PERFORMANCE SHARE AWARDS

(a) Nature of Performance Share Awards. The Administrator may grant Performance Share Awards under the Plan. A Performance Share Award is an Award entitling the grantee to receive Shares upon the attainment of performance goals. The Administrator shall determine whether and to whom Performance Share Awards shall be granted, the performance goals, the periods during which performance is to be measured, which may not be less than one year except in the case of a Sale Event, and such other limitations and conditions as the Administrator shall determine.

(b) Rights as a Shareholder. A grantee receiving a Performance Share Award shall have the rights of a shareholder only as to Shares actually received by the grantee under the Plan and not with respect to Shares subject to the Award but not actually received by the grantee. A grantee shall be entitled to receive Shares under a Performance Share Award only upon satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 12. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

(a) Performance-Based Awards. The Administrator may grant one or more Performance-Based Awards in the form of a Restricted Share Award, Restricted Share Units, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. Each Performance-Based Award shall comply with the provisions set forth below.

(b) Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee, the Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Covered Employees.

(c) Payment of Performance-Based Awards. Following the completion of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award.

(d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance Cycle is 2,500,000 Shares (subject to adjustment as provided in Section 3(b) hereof) or $15,000,000 in the case of a Performance-Based Award that is a Cash-Based Award.

SECTION 13. DIVIDEND EQUIVALENT RIGHTS

(a) Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Shares specified in the Dividend Equivalent Right (or other Award to which it relates) if such Shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Share Units, Restricted Share Award or Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional Shares, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Share Units or Performance Share Award shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.

(b) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 14. TRANSFERABILITY OF AWARDS

(a) Transferability. During a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than on death to the grantee’s Personal Representative. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

SECTION 15. TAX MATTERS

(a) In the event that the Company or any Subsidiary determines that it is required to account to HM Revenue & Customs for any Award Tax Liability or Secondary NIC Liability arising from the grant, exercise, assignment, release, cancellation, vesting or any other disposal of an Award or arising out of the acquisition, retention and disposal of the Shares acquired pursuant to an Award, the grantee, as a condition to the issue of Shares in connection with an Award, or on the grant, assignment, release or cancellation of an Award, shall make such arrangements satisfactory to the Company to enable it or any Subsidiary to satisfy any requirement to account for any Award Tax Liability (and, if applicable, any Secondary NIC Liability) that may arise in connection with the Award including, but not limited to, arrangements satisfactory to the Company for withholding Shares that would otherwise be issued to the grantee.

(b) The grantee may be required to sign a Section 431 Election in relation to Shares issued pursuant to an Award in such form as may be determined by HM Revenue & Customs from time to time.

(c) The grantee may also be required to sign a Joint Agreement or a Joint Election in respect of the Secondary NIC Liability arising on an Award.

SECTION 16. SECTION 409A AWARDS

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.

SECTION 17. TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.

(a) Termination of Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to have terminated employment for purposes of the Plan.

(b) For purposes of the Plan, the following events shall not be deemed a termination of employment:

(i) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

(ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

SECTION 18. AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(b) or 3(c), without prior shareholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Share Options or Share Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Share Options or Share Appreciation Rights in exchange for cash or other Awards. To the extent required under the rules of any securities exchange or market system on which the Shares are listed, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company shareholders entitled to vote at a meeting of shareholders. Nothing in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or 3(c).

SECTION 19. STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Shares or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Shares or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

SECTION 20. GENERAL PROVISIONS

(a) No Distribution. The Administrator may require each person acquiring Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

(b) Delivery of Share Certificates. Share certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a Share transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Shares shall be deemed delivered for all purposes when the Company or a Share transfer agent of the Company

shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed, quoted or traded. All Share certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Shares are listed, quoted or traded. The Administrator may place legends on any Share certificate to reference restrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

(c) Shareholder Rights. Until Shares is deemed delivered in accordance with Section 20(b), no right to vote or receive dividends or any other rights of a shareholder will exist with respect to Shares to be issued in connection with an Award, notwithstanding the exercise of a Share Option or any other action by the grantee with respect to an Award.

(d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

(e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

(f) Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.

SECTION 21. EFFECTIVE DATE OF PLAN

This Plan shall become effective on the date immediately prior to the date of the Company’s Initial Public Offering following shareholder approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules or pursuant to written consent. No grants of Share Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date.

SECTION 22. GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware applied without regard to conflict of law principles. Any Joint Agreement, Joint Election and Section 431 Election shall be governed by the laws of England and Wales.

DATE APPROVED BY BOARD OF DIRECTORS: September 2, 2015

DATE APPROVED BY SHAREHOLDERS: November 4, 2015

INCENTIVE SHARE OPTION AGREEMENT

UNDER THE MIMECAST LIMITED

2015 SHARE OPTION AND INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:	$
Grant Date:
Expiration Date:

Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), Mimecast Limited (the “Company”) hereby grants to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares of the Company (the “Shares”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

1. Exercisability Schedule. No portion of this Share Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Share Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of the Company or a Subsidiary on such dates:

Incremental Number of Option Shares Exercisable*			Exercisability Date
	(	%)
	(	%)
	(	%)
	(	%)
	(	%)

* Max. of $100,000 per yr.

Once exercisable, this Share Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Share Option only in the following manner: from time to time on or prior to the Expiration Date of this Share Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of Shares that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Shares to be purchased Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the Optionee upon the exercise of the Share Option shall be net of the Shares attested to.

(b) The Shares purchased upon exercise of this Share Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to this Share Option unless and until this Share Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the shareholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such Shares.

(c) The minimum number of Shares with respect to which this Share Option may be exercised at any one time shall be 100 Shares, unless the number of Shares with respect to which this Share Option is being exercised is the total number of shares subject to exercise under this Share Option at the time.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Share Option shall be exercisable after the Expiration Date hereof.

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3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Share Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Share Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b) Termination Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Share Option outstanding on such date, to the extent exercisable on the date of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect.

(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Share Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Share Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

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4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Share Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Share Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. Status of the Share Option. This Share Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Share Option qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this Share Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. To the extent any portion of this Share Option does not so qualify as an “incentive stock option,” such portion shall be deemed to be a non-qualified share option. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this Share Option, he or she will so notify the Company within 30 days after such disposition.

7. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Share Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from Shares to be issued to the Optionee a number of Shares with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time.

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Share Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number,

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home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

MIMECAST LIMITED
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

Dated:
	Optionee’s Signature
	Optionee’s name and address:

5

NON-QUALIFIED SHARE OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE MIMECAST LIMITED

2015 SHARE OPTION AND INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:	$
Grant Date:
Expiration Date:

Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), Mimecast Limited (the “Company”) hereby grants to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares of the Company (the “Shares”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Share Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1. Exercisability Schedule. No portion of this Share Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Share Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates:

Incremental Number of Option Shares Exercisable			Exercisability Date
	(	%)
	(	%)
	(	%)
	(	%)
	(	%)

Once exercisable, this Share Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Share Option only in the following manner: from time to time on or prior to the Expiration Date of this Share Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of Shares that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Shares to be purchased pursuant to the exercise of Share Options under the Plan and any subsequent resale of the Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the Optionee upon the exercise of the Share Option shall be net of the Shares attested to.

(b) The Shares purchased upon exercise of this Share Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to this Share Option unless and until this Share Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the shareholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such Shares.

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(c) The minimum number of Shares with respect to which this Share Option may be exercised at any one time shall be 100 Shares, unless the number of shares with respect to which this Share Option is being exercised is the total number of Shares subject to exercise under this Share Option at the time.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Share Option shall be exercisable after the Expiration Date hereof.

3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Shares Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Share Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b) Termination Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Share Option outstanding on such date, to the extent exercisable on the date of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect.

(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Share Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Share Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.

3

The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Share Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Share Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Share Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from Shares to be issued to the Optionee a number of Shares with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

7. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time.

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Share Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

MIMECAST LIMITED
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

Dated:
	Optionee’s Signature
	Optionee’s name and address:

5

NON-QUALIFIED SHARE OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE MIMECAST LIMITED

2015 SHARE OPTION AND INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:	$
Grant Date:
Expiration Date:

Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), Mimecast Limited (the “Company”) hereby grants to the Optionee named above, who is a member of the Board but is not an employee of the Company, an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares of the Company (the “Shares”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Share Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

1. Exercisability Schedule. No portion of this Share Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Share Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains in service as a member of the Board on such dates:

Incremental Number of Option Shares Exercisable			Exercisability Date
	(	%)
	(	%)
	(	%)
	(	%)
	(	%)

Once exercisable, this Share Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

2. Manner of Exercise.

(a) The Optionee may exercise this Share Option only in the following manner: from time to time on or prior to the Expiration Date of this Share Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.

Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of Shares that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection.

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Shares to be purchased pursuant to the exercise of Share Options under the Plan and any subsequent resale of the Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the Optionee upon the exercise of the Share Option shall be net of the Shares attested to.

(b) The Shares purchased upon exercise of this Share Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a

2

holder with respect to, any Shares subject to this Share Option unless and until this Share Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the Shares to the Optionee, and the Optionee’s name shall have been entered as the shareholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such Shares.

(c) The minimum number of Shares with respect to which this Share Option may be exercised at any one time shall be 100 Shares, unless the number of Shares with respect to which this Share Option is being exercised is the total number of Shares subject to exercise under this Share Option at the time.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Share Option shall be exercisable after the Expiration Date hereof.

3. Termination as Director. If the Optionee ceases to be a member of the Board, the period within which to exercise the Share Option may be subject to earlier termination as set forth below.

(a) Termination Due to Death. If the Optionee’s service as a member of the Board terminates by reason of the Optionee’s death, any portion of this Share Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

(b) Other Termination. If the Optionee ceases to be a member of the Board for any reason other than the Optionee’s death, any portion of this Share Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to be a member of the Board, for a period of six months from the date the Optionee ceased to be a member of the Board or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date the Optionee ceases to be a member of the Board shall terminate immediately and be of no further force or effect.

4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Share Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Share Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.

6. No Obligation to Continue as a Director. Neither the Plan nor this Share Option confers upon the Optionee any rights with respect to continuance as a member of the Board.

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7. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Share Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

8. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

4

9. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

MIMECAST LIMITED
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.

Dated:
	Optionee’s Signature
	Optionee’s name and address:

5

RESTRICTED SHARE AWARD AGREEMENT

UNDER THE MIMECAST LIMITED

2015 SHARE OPTION AND INCENTIVE PLAN

Name of Grantee:

No. of Shares:

Grant Date:

Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan (the “Plan”) as amended through the date hereof, Mimecast Limited (the “Company”) hereby grants a Restricted Share Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number Ordinary Shares of the Company (the “Shares”) specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the nominal value of the Shares in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

1. Award. The Restricted Shares awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the shareholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a shareholder with respect to such Shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in blank.

2. Restrictions and Conditions.

(a) Any book entries for the Restricted Shares granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such Shares are subject to restrictions as set forth herein and in the Plan.

(b) Restricted Shares granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.

(c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of the Restricted Shares granted herein, all Restricted Shares shall immediately and automatically be forfeited and returned to the Company.

3. Vesting of Restricted Shares. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of Restricted Shares specified as vested on such date.

Incremental Number of Shares Vested			Vesting Date
	(	%)
	(	%)
	(	%)
	(	%)
	(	%)

Subsequent to such Vesting Date or Dates, the Shares on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Shares. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.

4. Dividends. Dividends on Restricted Shares shall be paid currently to the Grantee.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Transferability. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

7. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to Paragraph 8 below, the Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from Shares to be issued or released by the transfer agent a number of Shares with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.

8. Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

9. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

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10. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

11. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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12. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

MIMECAST LIMITED
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:
	Grantee’s Signature
	Grantee’s name and address:

4

RESTRICTED SHARE UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE MIMECAST LIMITED

2015 SHARE OPTION AND INCENTIVE PLAN

Name of Grantee:

No. of Restricted Share Units:

Grant Date:

Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), Mimecast Limited (the “Company”) hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above. Each Restricted Share Unit shall relate to one Ordinary Shares of the Company (the “Shares”).

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any Shares issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Share Units have vested as provided in Paragraph 2 of this Agreement and (ii) Shares have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Share Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Share Units specified as vested on such date.

Incremental Number of Restricted Share Units Vested			Vesting Date
	(	%)
	(	%)
	(	%)
	(	%)

The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Employment. If the Grantee’s employment with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Share Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Share Units.

4. Issuance of Shares. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of Shares equal to the aggregate number of Restricted Share Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a shareholder of the Company with respect to such Shares.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from Shares to be issued to the Grantee a number of Shares with an aggregate Fair Market Value that would satisfy the withholding amount due.

7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant

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Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

MIMECAST LIMITED
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:
	Grantee’s Signature
	Grantee’s name and address:

3

RESTRICTED SHARE UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE MIMECAST LIMITED

2015 SHARE OPTION AND INCENTIVE PLAN

Name of Grantee:

No. of Restricted Share Units:

Grant Date:

Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), Mimecast Limited (the “Company”) hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above. Each Restricted Share Unit shall relate to one Ordinary Share of the Company (the “Shares”).

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any Shares issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Share Units have vested as provided in Paragraph 2 of this Agreement and (ii) Shares have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2. Vesting of Restricted Share Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Share Units specified as vested on such date.

Incremental Number of Restricted Share Units Vested			Vesting Date
	(	%)
	(	%)
	(	%)
	(	%)

The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3. Termination of Service. If the Grantee’s service with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Share Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Share Units.

4. Issuance of Shares. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of Shares equal to the aggregate number of Restricted Share Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a shareholder of the Company with respect to such Shares.

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

7. No Obligation to Continue as a Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance as a member of the Board.

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

9. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

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10. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

MIMECAST LIMITED
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:
	Grantee’s Signature
	Grantee’s name and address:

3

EX-10.10

Exhibit 10.10

MIMECAST LIMITED

2015 EMPLOYEE SHARE PURCHASE PLAN

The purpose of the Mimecast Limited 2015 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Mimecast Limited (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase ordinary shares of the Company (the “Ordinary Shares”). 1,100,000 Ordinary Shares have been approved and reserved for this purpose. The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted in accordance with that intent.

1. Administration. The Plan will be administered by the person or persons (the “Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: (i) adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of the Plan; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise supervise the administration of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

2. Offerings The Company may make one or more offerings to eligible employees to purchase Ordinary Shares under the Plan (“Offerings”). Unless otherwise determined by the

Administrator, an Offering will begin on the first business day occurring on or after each January 1 and July 1 and will end on the last business day occurring on or before the following June 30 and December 31, respectively. The Administrator may, in its discretion, designate a different period for any Offering, provided that no Offering shall exceed six months in duration or overlap any other Offering.

3. Eligibility. All individuals classified as employees on the payroll records of the Company and each Designated Subsidiary are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week. Notwithstanding any other provision herein, individuals who are not contemporaneously classified as employees of the Company or a Designated Subsidiary for purposes of the Company’s or applicable Designated Subsidiary’s payroll system are not considered to be eligible employees of the Company or any Designated Subsidiary and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Subsidiary for any purpose, including, without limitation, common law or statutory employees, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification, remain ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a Designated Subsidiary on the Company’s or Designated Subsidiary’s payroll system to become eligible to participate in this Plan is through an amendment to this Plan, duly executed by the Company, which specifically renders such individuals eligible to participate herein.

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4. Participation.

(a) Participants. An eligible employee who is not a Participant on any Offering Date may participate in such Offering by submitting an enrollment form to his or her appropriate payroll location at least 15 business days before the Offering Date (or by such other deadline as shall be established by the Administrator for the Offering).

(b) Enrollment. The enrollment form will (a) state a whole percentage to be deducted from an eligible employee’s Compensation (as defined in Section 11) per pay period, (b) authorize the purchase of Ordinary Shares in each Offering in accordance with the terms of the Plan and (c) specify the exact name or names in which Ordinary Shares purchased for such individual are to be issued pursuant to Section 10. An employee who does not enroll in accordance with these procedures will be deemed to have waived the right to participate. Unless a Participant files a new enrollment form or withdraws from the Plan, such Participant’s deductions and purchases will continue at the same percentage of Compensation for future Offerings, provided he or she remains eligible.

(c) Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code.

5. Employee Contributions. Each eligible employee may authorize payroll deductions at a minimum of one percent up to a maximum of ten percent of such employee’s Compensation for each pay period. The Company will maintain book accounts showing the amount of payroll deductions made by each Participant for each Offering. No interest will accrue or be paid on payroll deductions.

6. Deduction Changes. Except as may be determined by the Administrator in advance of an Offering, a Participant may not increase or decrease his or her payroll deduction

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during any Offering, but may increase or decrease his or her payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15 business days before the next Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). The Administrator may, in advance of any Offering, establish rules permitting a Participant to increase, decrease or terminate his or her payroll deduction during an Offering.

7. Withdrawal. A Participant may withdraw from participation in the Plan by delivering a written notice of withdrawal to his or her appropriate payroll location. The Participant’s withdrawal will be effective as of the next business day. Following a Participant’s withdrawal, the Company will promptly refund such individual’s entire account balance under the Plan to him or her (after payment for any Ordinary Shares purchased before the effective date of withdrawal). Partial withdrawals are not permitted. Such an employee may not begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4.

8. Grant of Options. On each Offering Date, the Company will grant to each eligible employee who is then a Participant in the Plan an option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price hereinafter provided for, the lowest of (a) a number of Ordinary Shares determined by dividing such Participant’s accumulated payroll deductions on such Exercise Date by the Option Price (as defined herein), (b) 550,000 shares, or (c) such other lesser maximum number of shares as shall have been established by the Administrator in advance of the Offering; provided, however, that such Option shall be subject to the limitations set forth below. Each Participant’s Option shall be exercisable only to the extent

4

of such Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased under each Option (the “Option Price”) will be 85 percent of the Fair Market Value of the Ordinary Shares on the Offering Date or the Exercise Date, whichever is less.

Notwithstanding the foregoing, no Participant may be granted an option hereunder if such Participant, immediately after the option was granted, would be treated as owning stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (as defined in Section 11). For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of a Participant, and all stock which the Participant has a contractual right to purchase shall be treated as stock owned by the Participant. In addition, no Participant may be granted an Option which permits his or her rights to purchase stock under the Plan, and any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined on the option grant date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be applied taking Options into account in the order in which they were granted.

9. Exercise of Option and Purchase of Shares. Each employee who continues to be a Participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option on such date and shall acquire from the Company such number of whole Ordinary Shares reserved for the purpose of the Plan as his or her accumulated payroll deductions on such date will purchase at the Option Price, subject to any other limitations contained in the Plan. Any

5

amount remaining in a Participant’s account at the end of an Offering solely by reason of the inability to purchase a fractional share will be carried forward to the next Offering; any other balance remaining in a Participant’s account at the end of an Offering will be refunded to the Participant promptly.

10. Issuance of Certificates. Certificates representing Ordinary Shares purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by the employee to be his, her or their, nominee for such purpose.

11. Definitions.

The term “Compensation” means the amount of base pay.

The term “Designated Subsidiary” means any present or future Subsidiary (as defined below) that has been designated by the Board to participate in the Plan. The Board may so designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved by the stockholders. The current list of Designated Subsidiaries is attached hereto as Appendix A.

The term “Fair Market Value of the Ordinary Shares” on any given date means the fair market value of the Ordinary Shares determined in good faith by the Administrator; provided, however, that if the Ordinary Shares are admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to the closing price on such date. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price.

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The term “Initial Public Offering” means the first underwritten, firm commitment public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Company’s Ordinary Shares shall be publicly held.

The term “Parent” means a “parent corporation” with respect to the Company, as defined in Section 424(e) of the Code.

The term “Participant” means an individual who is eligible as determined in Section 3 and who has complied with the provisions of Section 4.

The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined in Section 424(f) of the Code.

12. Rights on Termination of Employment. If a Participant’s employment terminates for any reason before the Exercise Date for any Offering, no payroll deduction will be taken from any pay due and owing to the Participant and the balance in the Participant’s account will be paid to such Participant or, in the case of such Participant’s death, to his or her designated beneficiary as if such Participant had withdrawn from the Plan under Section 7. An employee will be deemed to have terminated employment, for this purpose, if the corporation that employs him or her, having been a Designated Subsidiary, ceases to be a Subsidiary, or if the employee is transferred to any corporation other than the Company or a Designated Subsidiary. An employee will not be deemed to have terminated employment for this purpose if the employee is on an approved leave of absence for military service or sickness or for any other purpose approved by the Company, if the employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise provides in writing.

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13. Special Rules. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the employees of a particular Designated Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Subsidiary has employees; provided that such rules are consistent with the requirements of Section 423(b) of the Code. Any special rules established pursuant to this Section 13 shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other Participants in the Plan.

14. Optionees Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay shall constitute such Participant a holder of the Ordinary Shares covered by an Option under the Plan until such shares have been purchased by and issued to him or her.

15. Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant.

16. Application of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for any corporate purpose.

17. Adjustment in Case of Changes Affecting Ordinary Shares. In the event of a subdivision of outstanding Ordinary Shares, the payment of a dividend in Ordinary Shares or any other change affecting the Ordinary Shares, the number of shares approved for the Plan and the share limitation set forth in Section 8 shall be equitably or proportionately adjusted to give proper effect to such event.

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18. Amendment of the Plan. The Board may at any time and from time to time amend the Plan in any respect, except that without the approval within 12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or making any other change that would require stockholder approval in order for the Plan, as amended, to qualify as an “employee stock purchase plan” under Section 423(b) of the Code.

19. Insufficient Shares. If the total number of Ordinary Shares that would otherwise be purchased on any Exercise Date plus the number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares then available shall be apportioned among Participants in proportion to the amount of payroll deductions accumulated on behalf of each Participant that would otherwise be used to purchase Ordinary Shares on such Exercise Date.

20. Termination of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts of Participants shall be promptly refunded.

21. Governmental Regulations. The Company’s obligation to sell and deliver Ordinary Shares under the Plan is subject to obtaining all governmental approvals required in connection with the authorization, issuance, or sale of such stock.

22. Governing Law. This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.

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23. Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Ordinary Shares, from shares held in the treasury of the Company, or from any other proper source.

24. Tax Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant in connection with the Plan. Each Participant agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including shares issuable under the Plan.

25. Notification Upon Sale of Shares. Each Participant agrees, by entering the Plan, to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased.

26. Effective Date and Approval of Shareholders. The Plan shall take effect on the date of the Company’s Initial Public Offering, subject to approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by written consent of the stockholders.

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APPENDIX A

Designated Subsidiaries

Mimecast North America, Inc.

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

Name of Subsidiary	Jurisdiction of Incorporation or Organization
Mimecast Limited	England & Wales
Mimecast Services Limited	England & Wales
Mimecast South Africa (Pty) Ltd.	England & Wales
Mimecast North America Inc.	Delaware

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 16, 2015, except for Notes 1 and 14, as to which the date is November 6, 2015, in Amendment No. 1 to the Registration Statement (Form F-1 No. 333-207454) and related Prospectus of Mimecast Limited for the registration of 8,912,500 shares of its ordinary shares.

/s/ Ernst & Young LLP

Boston, Massachusetts

November 6, 2015