CUSIP No. 98418W992
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|||
1.
|
Names of Reporting Persons.
WP X Investments IV Ltd.
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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||
(a)
|
¨
|
||
(b)
|
ý
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||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
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||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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||
6.
|
Citizenship or Place of Organization
Cayman Islands
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
2,000,000* (See Items 4 and 5)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
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||
14.
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Type of Reporting Person (See Instructions)
CO
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus Private Equity X, L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
1,938,000* (See Items 4 and 5)
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||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
1,938,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,938,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus X Partners, L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý | ||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
62,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
62,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
62,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
Less than 1%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus X, L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý | ||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus X GP L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý | ||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
WPP GP LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus Partners, L.P.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus Partners GP LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus & Co.
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
New York
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
New York
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Charles R. Kaye
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 98418W992
|
|||
1.
|
Names of Reporting Persons.
Joseph P. Landy
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
(a)
|
¨
|
||
(b)
|
ý
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
N/A
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
||
Number of Shares
Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,000,000* (See Items 4 and 5)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
2,000,000* (See Items 4 and 5)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000* (See Items 4 and 5)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.6%
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
Dated: March 17, 2015
|
WP X INVESTMENTS IV LTD.
|
By: /s/ Tara O'Neill
|
|
Name: Tara O’Neill
|
|
Title: Director
|
|
Dated: March 17 , 2015
|
WARBURG PINCUS PRIVATE EQUITY X, L.P.
|
By: Warburg Pincus X, L.P., its General Partner
By: Warburg Pincus X GP L.P., its General Partner
By: WPP GP LLC, its General Partner
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS X PARTNERS, L.P.
|
By: Warburg Pincus X, L.P., its General Partner
By: Warburg Pincus X GP L.P., its General Partner
By: WPP GP LLC, its General Partner
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS X, L.P.
|
By: Warburg Pincus X GP L.P., its General Partner
By: WPP GP LLC, its General Partner
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS X GP L.P.
|
By: WPP GP LLC, its General Partner
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17 , 2015
|
WPP GP LLC
|
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS PARTNERS, L.P.
|
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17 , 2015
|
WARBURG PINCUS PARTNERS GP LLC
|
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS & CO.
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS LLC
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Managing Director
|
|
Dated: March 17, 2015
|
CHARLES R. KAYE
|
By: /s/ Robert B. Knauss
|
|
Robert B. Knauss, Attorney-in-fact*
|
|
Dated: March 17, 2015
|
JOSEPH P. LANDY
|
By: /s/ Robert B. Knauss
|
|
Robert B. Knauss, Attorney-in-fact*
|
Dated: March 17, 2015
|
WP X INVESTMENTS IV LTD.
|
By: /s/ Tara O'Neill
|
|
Name: Tara O’Neill
|
|
Title: Director
|
|
Dated: March 17, 2015
|
WARBURG PINCUS PRIVATE EQUITY X, L.P.
|
By: Warburg Pincus X, L.P., its General Partner
By: Warburg Pincus X GP L.P., its General Partner
By: WPP GP LLC, its General Partner
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS X PARTNERS, L.P.
|
By: Warburg Pincus X, L.P., its General Partner
By: Warburg Pincus X GP L.P., its General Partner
By: WPP GP LLC, its General Partner
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS X, L.P.
|
By: Warburg Pincus X GP L.P., its General Partner
By: WPP GP LLC, its General Partner
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WARBURG PINCUS X GP L.P.
|
By: WPP GP LLC, its General Partner
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
Dated: March 17, 2015
|
WPP GP LLC
|
By: Warburg Pincus Partners, L.P., its Managing Member
By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
|
|
By: /s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
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Dated: March 17, 2015
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WARBURG PINCUS PARTNERS, L.P.
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By: Warburg Pincus Partners GP LLC, its General Partner
By: Warburg Pincus & Co., its Managing Member
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By: /s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Partner
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Dated: March 17, 2015
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WARBURG PINCUS PARTNERS GP LLC
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By: Warburg Pincus & Co., its Managing Member
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By: /s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Partner
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Dated: March 17, 2015
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WARBURG PINCUS & CO.
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By: /s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Partner
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Dated: March 17, 2015
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WARBURG PINCUS LLC
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By: /s/ Robert B. Knauss
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Name: Robert B. Knauss
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Title: Managing Director
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Dated: March 17, 2015
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CHARLES R. KAYE
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By: /s/ Robert B. Knauss
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Robert B. Knauss, Attorney-in-fact*
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Dated: March 17, 2015
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JOSEPH P. LANDY
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By: /s/ Robert B. Knauss
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Robert B. Knauss, Attorney-in-fact*
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Bank Name: |
JP Morgan Chase
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ABA number: |
021000021
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Swift: |
CHASUS33
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Account Name: |
Warburg Pincus Private Equity X, LP
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Account number: |
771-049749
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Bank Name: |
JP Morgan Chase
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ABA number: |
021000021
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Swift: |
CHASUS33
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Account Name: |
Warburg Pincus X Partners, LP
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Account number: |
771-049723
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THE BUYER:
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Golden Section Holding Corporation | |
By: /s/ Xin Jin
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Name: Xin Jin
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Title: Director
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THE SELLER:
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WP X INVESTMENTS IV LTD. | |
By: /s/ Timothy Curt
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Name: Timothy Curt
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Title: Director
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