S-1/A (Amendment No. 3)

0001193125-14-080580.txt : 20140303 0001193125-14-080580.hdr.sgml : 20140303 20140303171919 ACCESSION NUMBER: 0001193125-14-080580 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20140303 DATE AS OF CHANGE: 20140303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Globoforce Group plc CENTRAL INDEX KEY: 0001565152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-192234 FILM NUMBER: 14661501 BUSINESS ADDRESS: STREET 1: RESERVOIR CORPORATE CENTER STREET 2: 144 TURNPIKE ROAD, SUITE 310 CITY: SOUTHBOROUGH STATE: MA ZIP: 01772 BUSINESS PHONE: 508-229-1500 MAIL ADDRESS: STREET 1: RESERVOIR CORPORATE CENTER STREET 2: 144 TURNPIKE ROAD, SUITE 310 CITY: SOUTHBOROUGH STATE: MA ZIP: 01772 FORMER COMPANY: FORMER CONFORMED NAME: Globoforce Ltd DATE OF NAME CHANGE: 20121220 S-1/A 1 d451503ds1a.htm S-1/A (AMENDMENT NO. 3) S-1/A (Amendment No. 3)

As filed with the Securities and Exchange Commission on March 3, 2014

Registration No. 333-192234

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

GLOBOFORCE GROUP PLC

(Exact name of registrant as specified in its charter)

Ireland

7371

98-0376337

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

21 Beckett Way

Park West Business Park

Dublin 12

Ireland

+353 1 625 8800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Eric Mosley, Chief Executive Officer

Stephen Cromwell, Chief Financial Officer

Reservoir Corporate Center

144 Turnpike Road, Suite 310

Southborough, MA 01772

(508) 229-1500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

William J. Schnoor, Jr., Esq.

Joseph C. Theis, Jr., Esq.

Goodwin Procter LLP

Exchange Place

53 State Street

Boston, MA 02109

(617) 570-1000

Lauren Zajac, Esq.

VP, General Counsel

Globoforce Limited

Reservoir Corporate Center

144 Turnpike Road, Suite 310

Southborough, MA 01772

(508) 229-1500

Jorge del Calvo, Esq.

Davina K. Kaile, Esq.

Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street

Palo Alto, CA 94304

(650) 233-4500

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

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, as amended, 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, please 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. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


¨ Large accelerated filer		¨ Accelerated filer		x Non-accelerated filer		¨ Smaller reporting company

(Do not check if a smaller reporting company)

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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities 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 March 3, 2014

Prospectus

shares

Ordinary shares

We are offering of our ordinary shares and the selling shareholders identified in this prospectus are offering of our ordinary shares. We will not receive any of the proceeds from the sale of the shares sold by the selling shareholders. This is our initial public offering, and no public market currently exists for our shares. We expect the initial public offering price to be between $ and $ per share.

We have applied to have our ordinary shares approved for listing on the NASDAQ Global Market under the symbol “THNX.”


	Per Share	Total


Initial public offering price	$	$

Underwriting discounts and commissions⁽¹⁾	$	$

Proceeds to us, before expenses	$	$

Proceeds to the selling shareholders, before expenses	$	$

⁽¹⁾

We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting.”

We and the selling shareholders have granted the underwriters an option for a period of 30 days to purchase up to an additional of our ordinary shares solely to cover over-allotments. We will not receive any proceeds from the sale of shares by the selling shareholders.

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements. Investing in our ordinary shares involves a high degree of risk. Please read “Risk factors” beginning on page 13.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares is expected to be made on or about , 2014.



J.P. Morgan	Credit Suisse	UBS Investment Bank	Stifel



Raymond James

, 2014

LOGO

Table of contents


	Page
Prospectus summary		1
Risk factors		13
Special note regarding forward-looking statements		41
Market and industry data and forecasts		43
Use of proceeds		44
Dividend policy		44
Capitalization		45
Dilution		47
Selected consolidated financial data		49
Management’s discussion and analysis of financial condition and results of operations		51
Business		76
Management		91
Executive compensation		98
Certain relationships and related party transactions		108
Principal and selling shareholders		110
Description of share capital		112
Shares eligible for future sale		139
Taxation		141
Underwriting		151
Enforceability of civil liabilities		157
Legal matters		157
Experts		157
Where you can find more information		157
Index to consolidated financial statements		F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we file with the Securities and Exchange Commission. We, the selling shareholders and the underwriters have not authorized anyone to provide you with information different from that contained in this prospectus or any free writing prospectus. We, the selling shareholders and the underwriters are offering to sell, and seeking offers to buy, ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, or other earlier date stated in this prospectus, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares.

Until , 2014 (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade our ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our ordinary shares or possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

This document has been prepared on the basis that any offer of shares in any relevant European Economic Area member state will be made pursuant to an exemption under European prospectus law from the requirement to publish a prospectus for offers of shares and does not constitute an offer or solicitation to anyone to purchase shares in any jurisdiction in which such offer or solicitation is not authorized nor to any person to whom it is unlawful to make such an offer or solicitation and this prospectus has not been drawn up in accordance with Directive 2003/71/EC.

Prospectus summary

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our ordinary shares, you should carefully read this entire prospectus, including our financial statements and the related notes included elsewhere in this prospectus. You should also consider, among other things, the matters described under “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations,” in each case appearing elsewhere in this prospectus. Unless otherwise stated, all references to “us,” “our,” “Globoforce,” “we,” the “Company” and similar designations refer to Globoforce Limited and its subsidiaries.

Company overview

We are a leading provider of a cloud-based, social recognition software solution that organizations use to engage their employees worldwide to create alignment with values and advance company goals and culture. We achieved this leadership position through our innovative technologies, our ability to deliver a comprehensive solution to large, multinational firms, and our experience operating in the social recognition industry. Our Software-as-a-Service, or SaaS, platform enables employee-to-employee recognition that is broadcast socially and made visible throughout the organization. Our clients leverage the widespread employee adoption of our social recognition solution to elevate recognition to a strategic imperative that drives business results. In addition, the interactions between employees using our social recognition solution generate data that provides our clients with deep management insights about their talent and culture. Our growth has been driven by our clients’ ability to use our social recognition solution to increase employee engagement, improve employee retention and strengthen company culture.

We have developed innovative technologies that power our full-service strategic solution and differentiate us from other recognition solution providers. We designed our social recognition solution to provide organizations with actionable intelligence about their talent and culture typically not found in traditional human resource solutions. We deliver this information through powerful enterprise social graphs, talent mapping and interactive info-graphics. These insights into employee performance complement the more traditional processes such as performance reviews, succession planning and career management, collectively referred to as human capital management, or HCM.

Through our SaaS platform, our clients benefit from a shorter implementation cycle, low total cost of ownership and access to the latest version of our software. Additionally, our social recognition solution has intuitive web and mobile-based user interfaces that are easy for employees to use across desktop and mobile computing environments. Our seamless employee adoption model and client-specific branding often leads to viral and organic adoption, and our SaaS platform scales to support large, global implementations.

Our social recognition solution has been successfully adopted in complex environments throughout the world. As of December 31, 2013, our client base consisted of more than 100 companies, with more than 1.9 million users located in more than 140 countries using our solution in 29 languages and dialects. Representative clients include: Abbott Laboratories, Celestica Inc., CitiCorp North America, Inc., Eaton Corporation, General Electric Company, IM Flash Technologies LLC, InterContinental Hotels Group, Intuit, Inc., JetBlue Airways Corporation, LSI Corporation, Premier Farnell Corporation, Quintiles, Inc. and Symantec Corporation. For the year ended December 31, 2013, only one of our clients, General Electric Company, represented more than 10% of our total revenue at 31%, and over 80% of our total revenue was derived from North America and the European Union, with a majority coming from the United States.

Our solution reinforces the praise delivered through recognition and extends employees’ recognition moments by providing awards with economic value. Employees redeem their awards through our global e-commerce rewards network that has a broad array of locally relevant options including retail, online shopping, dining, travel and charitable giving.

We derive our billings primarily from recognition awards processed through our solution and associated transaction fees. The majority of our revenue is recognized when our clients’ employees redeem their awards through our global e-commerce rewards network, primarily for gift cards, and we deliver the redeemed item. In addition, the delivery of our social recognition solution includes various activities such as website configuration, hosting, upgrades, software functionality for award processing and call-center support. The billings for these various activities, which are derived primarily from our transaction fees, are recorded as solution and services revenue over the service period of the contractual arrangement with our clients. Our revenue increases as clients adopt and expand their usage of our social recognition solution. Our total revenue has grown from $100.0 million in 2010 to $135.8 million in 2011, to $157.7 million in 2012 and to $186.8 million in 2013, representing a three-year compound annual growth rate, or CAGR, of 23.2%. During the years ended December 31, 2010, 2011, 2012 and 2013, our net income (loss) was $3.1 million, $(0.8) million, $(1.8) million and $(6.5) million, respectively, and our free cash flow was $4.6 million, $7.4 million, $3.1 million and $2.0 million, respectively. During the years ended December 31, 2012 and 2013, our net loss increased and free cash flow decreased as we invested heavily in expansion of our sales and marketing team. For further explanation of our management’s use of free cash flow, limitations of its use, and a reconciliation of it to the most directly comparable GAAP measure, net cash provided by (used in) operating activities, please see “Summary consolidated financial data–Free cash flow.”

Industry background

Increasingly diverse and geographically-dispersed workforces combined with intense competition to hire and retain qualified employees have forced organizations to elevate their approach to employee engagement. The transformation of social recognition from ad hoc, informal practices into a strategic imperative enables organizations to drive business results and enhance their ability to attract, evaluate, develop and retain human capital. Gartner notes they are beginning to see organizations require tighter integration between recognition systems and talent management applications (particularly performance management and compensation). ⁽¹⁾ For decades, companies have attempted to use employee recognition programs to engage and motivate employees and to strengthen employee dedication to company values. Traditionally, recognition solutions have included in-house or third-party solutions that are focused on gifts, and are limited in that they often focus only on top performers or a small segment of the employee base and do not reinforce a consistent culture or set of values across an organization. Furthermore, Gartner estimates that traditional recognition programs can account for as much as 2% of payroll costs, yet there is little direct correlation of this investment to improved employee performance, retention or improved business outcomes. ⁽²⁾ Traditional recognition programs are not strategic, as they do not use recognition awards to drive specific actions and behaviors across the organization. We therefore believe that traditional programs are not able to consistently measure impact on employee engagement or business results.

Strategic recognition-based programs, if designed correctly, are cost-effective and valuable tools that can help raise employee morale and lower stress, absenteeism and turnover. Taking a social approach to rewards and recognition programs can drive significant advantages over traditional models by improving

⁽¹⁾

Gartner, Hype Cycle for Human Capital Management Software, 31 July 2013.

⁽²⁾

Gartner, IT Market Clock for Human Capital Management Software, 26 August 2013.

workforce engagement, which has a proven impact on business outcomes, such as quality of service (QoS), customer retention, operational efficiency, revenue and profitability.⁽³⁾ A study by Gallup Consulting indicates that companies in the top quartile of employee engagement generated 16% higher profits and 18% higher productivity than those in the bottom quartile, and those with “world-class engagement” have 3.9 times the earnings per share, or EPS, growth rate compared with organizations with lower engagement in the same industry.⁽⁴⁾ Additionally, studies by Towers Watson found that recognizing employee performance can increase engagment by almost 60%,⁽⁵⁾ and that companies with high sustainable engagement can have operating margins as much as three time higher than companies with low traditional engagement.⁽⁶⁾ A culture of recognition can also have an even stronger impact on potential employee flight risks, and thus reduce costs.

Market opportunity

In a July 2012 white paper that we commissioned, IDC estimated that the North America Recognition Market will grow from $22 billion in 2011 to $32 billion in 2016, an 8% CAGR.⁽⁷⁾ In that same white paper, IDC also found that nearly 40% of study respondents expected to use a full-service third-party provider for all aspects of recognition in the twelve months ended July 31, 2013.⁽⁸⁾

There are several important secular trends that we believe are fueling the evolution of the recognition market.

•

The transformation of social recognition into a strategic business imperative. Social recognition as a key business initiative not only improves organizations’ abilities to drive business results, but also enhances their abilities to successfully recruit, evaluate, train and retain qualified workforces.

•

The continued adoption of SaaS solutions in the enterprise. Ease and speed of deployment and a desire for low total cost of ownership continue to drive growth in the SaaS market.

•

The continued strength of e-commerce. E-commerce continues to demonstrate strong growth, both in the United States and abroad.

Our solution

The key benefits of our social recognition solution include:

•

Social recognition drives engagement and aligns employees with cultural values. Our solution enables employees across all levels of an organization to recognize each other for actions and behaviors that align with company values. This social employee-to-employee recognition is highly impactful as it originates from people who understand the value of the contribution, strengthens relationships within the organization, identifies important actions as they occur and is shared across a group or an entire organization.

⁽³⁾

Gartner, IT Market Clock for Human Capital Management Software, August 2013.

⁽⁴⁾

Gallup Consulting, Employee Engagement—What’s Your Engagement Ratio?, 2010.

⁽⁵⁾

Towers Watson, Perspectives: Turbocharging Employee Engagement — The Power of Recognition from Managers, 2010.

⁽⁶⁾

Towers Watson, Global Workplace Study—Engagement at Risk: Driving Strong Performance in a Volatile Global Environment, 2012.

⁽⁷⁾

IDC, White Paper—Employee Recognition Driving Business Results, July 2012.

⁽⁸⁾

IDC, White Paper—Employee Recognition Driving Business Results, July 2012.

•

Highly relevant rewards that perpetuate usage of our social recognition solution. Our global e-commerce rewards network is an expansive set of both widely applicable and locally relevant reward choices. Employees may choose rewards that are meaningful to them, from both online and local suppliers, which include retail, online shopping, dining, travel and charitable giving.

•

Highly scalable and configurable solution. Our SaaS platform is built with enterprise-class scalability, reliability and uptime and is currently adopted by some of the world’s largest companies. Our SaaS platform is a true multi-tenant architecture, which allows for configuration to meet the needs of each client. Our SaaS platform enables fast and low cost global deployments through centralized administration that is designed to meet our clients’ IT and security demands.

Our business model strengths

We believe our key competitive strengths include:

•

Clients pay when their employees use our social recognition solution. We generate our revenue primarily from the number and monetary value of the awards our clients provide to their employees through our social recognition solution as well as associated transaction fees. We therefore share in our clients’ successes, as they benefit from our solution and their employees increase adoption.

•

High client retention. Our overall billings retention rate exceeded 100% for each of the years ended December 31, 2010, 2011, 2012 and 2013. This “stickiness” has resulted in a consistent, recurring revenue profile from our client base. As organizations scale our social recognition solution, which increases employee engagement, our solution becomes a strategic and operational platform from which clients draw valuable insights about their talent and culture. For further explanation of our management’s use of billings retention rate, please see “Management’s discussion and analysis of financial condition and results of operations–Key metrics–Billings retention rate.”

•

E-commerce rewards network benefits from economies of scale. We seek to continually expand and diversify the items available on our global e-commerce rewards network to meet the demands of new and existing clients. This increases the value of our social recognition solution for each of our clients as the broad array of choices on our global e-commerce rewards network become available to them. In addition, as the volume of rewards increases across our client base, our ability to negotiate better terms with certain of our rewards suppliers improves.

•

can also combine our recognition data with information from other human resources, or HR, systems to supplement the insights provided by our analytics and improve the feedback provided by other HR systems.

Our growth strategy

The principal elements of our growth strategy include:

•

Broaden existing client relationships. We plan to increase the number of client employees using our social recognition solution and the number and value of awards granted and received by those employees. In many cases, as clients experience the benefits gained from implementation of our social recognition solution and improvements in employee engagement, they expand adoption of our social recognition solution within their organizations and increase their recognition budgets.

•

Attract new clients. We intend to expand our solution throughout the global market, which we believe is largely underpenetrated by full-service strategic recognition solutions. Historically, we focused on the most complex and large global organizations. More recently, we have expanded our sales efforts to companies with an employee base of 2,500 or more that have corporate HR functions located in North America. We have recently hired additional salespeople to target these organizations. We plan to continue to invest in additional salespeople to expand our reach and further penetrate our potential client base and to expand our sales coverage to focus on companies that have corporate HR functions located in North America and Europe to grow our client base.

•

Continue to expand our product offering. We intend to continue to add features and benefits to our core platform to drive increased adoption and penetration as well as maintain our competitive advantages in the industry. For example, we recently released Talent Maps (interactive charts and graphics that leverage recognition data to reveal the performance and culture of any team or department) and have also enhanced our social recognition solution with new language capabilities. Furthermore, the breadth of our technology platform has allowed us to expand our addressable client base into new geographies, new industries and new types of organizations. To bolster our broader relevance with clients, we intend to pursue adjacent markets such as sales incentive management and other employee-facing rewards programs such as safety, wellness and employee-referral.

•

Establish and maintain key strategic relationships. We plan to continue to reach new clients and provide more robust solutions through bilateral referral and cross selling relationships or other strategic partnerships such as the relationship we have recently entered into with companies such as Workday, Inc. We also intend to strengthen our ties throughout the HR and social enterprise solutions market and believe that these relationship networks will enable us to reach a wider client base and enhance our opportunity with existing clients.

•

Pursue selective acquisitions. We intend to pursue acquisitions of complementary businesses and technologies that will enable us to acquire targeted product and technology capabilities, as well as add new clients and further expand our geographic reach.

Summary risk factors

Investing in our ordinary shares involves significant risks and uncertainties. You should carefully consider the risks and uncertainties discussed under the heading “Risk factors” and elsewhere in this prospectus before making an investment in our ordinary shares. Below is a summary of some of the principal risks we face:

•

we have experienced rapid growth in recent periods and if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or successfully meet competitive challenges and may not be able to regain profitability in the future;

•

because our revenue is generated from a limited number of clients, the loss of one or more clients could adversely affect our revenue. If our efforts to attract new clients are not successful, our existing clients decrease, or do not increase, adoption of our social recognition solution, or if our existing clients decrease, or do not increase, the overall budget for employee recognition from year to year, our business will suffer and our business prospects may be harmed;

•

our financial results may fluctuate from period to period for a variety of reasons and may cause us to fail to meet expectations, which in turn may cause our share price to decline;

•

our clients have no obligation to spend a minimum amount on our social recognition solution, and our success therefore depends on our ability to maintain a high level of client satisfaction and a strong reputation in the rewards and recognition industry;

•

prior to completion of this offering, entities affiliated with Atlas Venture and Balderton Capital beneficially own an aggregate of more than 73% of our ordinary shares, and after completion of this offering, our directors, executive officers and principal shareholders will continue to have substantial control over us and could delay or prevent a change in corporate control;

•

if we fail to retain existing suppliers or add new suppliers to our global e-commerce rewards network, including suppliers who can provide widely available or locally relevant rewards, our business, results of operations and financial condition may be harmed;

•

we may experience long, variable and, therefore, unpredictable sales and implementation cycles, which could delay our ability to recognize revenue and otherwise negatively impact our business;

•

we may be subject to additional or unexpected regulation, including regulation of awards as gift cards in some jurisdictions, that could increase our costs and otherwise harm our business; and

•

security and privacy breaches may harm our business.

Our corporate information

The legal and commercial name of our company is Globoforce Group plc. We were incorporated in Ireland on April 11, 1997 as Habile Limited, and we changed our name to International Shopping Events & Enterprises Limited on July 12, 1997, to Globogift.com Limited on October 20, 1999 and to Globoforce Limited on October 23, 2002. On March 3, 2014, we effected a change to our corporate group structure whereby Globoforce Group plc (a public limited company) became the holding company of the Globoforce group by way of a share-for-share exchange in which the shareholders of Globoforce Limited exchanged their shares in Globoforce Limited for identical shares in Globoforce Group plc. Upon the exchange, the historical consolidated financial statements of Globoforce Limited included in this prospectus became the historical consolidated financial statements of Globoforce Group plc. Our registered and principal office is located at

21 Beckett Way, Park West Business Park, Dublin 12, Ireland. Our U.S. headquarters office is located at Reservoir Corporate Center, 144 Turnpike Road, Suite 310, Southborough, MA 01772, and our telephone number is (508) 229-1500.

Our website address is www.globoforce.com. Information contained on, or accessible through, our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference.

Globoforce, Talent Maps and other trademarks or service marks of Globoforce appearing in this prospectus are the property of Globoforce. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective owners.

The offering

Ordinary shares offered by us

Ordinary shares offered by selling shareholders

Ordinary shares to be outstanding after this offering

shares ( shares if the underwriters exercise their over-allotment option to purchase additional shares in full)

Underwriters’ option to purchase additional shares

We and the selling shareholders have granted a 30-day option to the underwriters to purchase up to an aggregate of additional ordinary shares to cover over-allotments, if any.

Use of proceeds by us

We estimate that we will receive net proceeds from this offering of $ million based upon an assumed initial public offering price of $ per ordinary share, the mid-point 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. As of the date of this prospectus, we have no specific plans for the use of the net proceeds of this offering, or a significant portion thereof. We anticipate that we will use the net proceeds we will receive from this offering for working capital and other general corporate purposes, including funding of our sales and marketing activities and the costs of operating as a public company and further investment in the development of our proprietary technologies. We may use a portion of the net proceeds for the acquisition of businesses, products and technologies that we believe are complementary to our own, although we have no agreements or understandings with respect to any acquisition at this time. We will not receive any of the proceeds from sales of ordinary shares by the selling shareholders. See “Use of proceeds” for additional information.

Risk factors

You should carefully read “Risk factors” in this prospectus for a discussion of factors that you should consider before deciding to invest in our ordinary shares.

Proposed NASDAQ Global Market symbol

“THNX”

The number of ordinary shares to be outstanding after this offering is based on 23,918,340 ordinary shares outstanding as of December 31, 2013 and excludes:

•

1,012,110 ordinary shares issuable upon the exercise of share options outstanding as of December 31, 2013 with a weighted-average exercise price of $3.20 per share;

•

354,185 ordinary shares reserved for future issuance under our 2012 Stock Option and Incentive Plan, or the 2012 Plan, as of December 31, 2013;

•

an additional 1,053,450 ordinary shares reserved for future issuance under our 2012 Plan upon effectiveness of this registration statement to which this prospectus is a part;

•

share option grants and grants of restricted share units covering a total of 798,075 shares to certain employees, to be effective upon and subject to the closing of this offering. The exercise price of the option grants will be equal to the initial public offering price set forth on the cover page of this prospectus; and

•

350,000 ordinary shares reserved for future issuance under our 2014 Employee Share Purchase Plan upon effectiveness of this registration statement to which this prospectus is a part.

Unless otherwise indicated, all information in this prospectus reflects or assumes the following:

•

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

•

the conversion of all of our outstanding 15,025,000 preferred shares into 15,025,000 ordinary shares on a 1:1 basis upon the closing of this offering;

•

no issuance or exercise of share options on or after December 31, 2013;

•

the effectiveness of a 5-for-1 split of our ordinary shares which became effective on March 3, 2014; and

•

no exercise by the underwriters of their option to purchase up to an additional ordinary shares in this offering to cover over-allotments.

Summary consolidated financial data

The following tables summarize the consolidated financial data for our business. You should read this summary consolidated financial data together with “Capitalization,” “Selected consolidated financial data,” “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and related notes, all included elsewhere in this prospectus.

We derived the consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and the consolidated balance sheet data as of December 31, 2013 from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of results to be expected in any future period.


	Year ended December 31,
(in thousands, except per share data)	2011			2012			2013


Consolidated statements of operations data
Revenue
Redemption revenue	$	123,015		$	141,136		$	167,841
Solution and services revenue		12,790			16,555			18,956

Total revenue		135,805			157,691			186,797
Expenses
Cost of redemption revenue		106,827			123,240			145,515
Cost of solution and services revenue		2,025			2,586			3,209
Operations		3,363			3,735			4,367
Research and development		8,933			9,285			10,160
Sales and marketing		11,097			16,862			21,924
General and administrative		3,241			4,186			6,198

Total expenses		135,486			159,894			191,373

Income (loss) from operations		319			(2,203	)		(4,576	)
Other (expense) income, net		(827	)		828			(1,317	)

Loss before income taxes		(508	)		(1,375	)		(5,893	)
Provision for income taxes		296			461			655

Net loss attributable to ordinary shareholders	$	(804	)	$	(1,836	)	$	(6,548	)

Net loss per share attributable to ordinary shareholders—basic and diluted	$	(0.09	)	$	(0.21	)	$	(0.74	)


Weighted-average number of ordinary shares used in computing net loss per share attributable to ordinary shareholders—basic and diluted		8,741			8,754			8,815

Pro forma net loss per share attributable to ordinary shareholders—basic and diluted(1)							$	(0.24	)

Weighted-average number of ordinary shares used in computing pro forma net loss per share attributable to ordinary shareholders—basic and diluted(1)								23,789

(1)

Pro forma basic and diluted net loss per share has been computed to give effect to the conversion of all redeemable convertible preferred shares into ordinary shares and the conversion of all previously outstanding warrants to purchase redeemable convertible preferred shares into warrants to purchase ordinary shares, as if such conversion had occurred as of the date of original issuance. The impact of the accretion of unpaid and undeclared dividends has been excluded from the determination of net loss attributable to ordinary shareholders as the holders of the redeemable convertible preferred shares are not entitled to receive undeclared dividends upon such conversion. Additionally, the gains (losses) associated with the changes in the fair value of the previously outstanding warrants to purchase preferred shares has been excluded from the determination of net loss as these remeasurements would not be required when the warrants to purchase preferred shares would have become warrants to purchase ordinary shares upon the closing of this offering.

The table below presents a summary of our consolidated balance sheet data as of December 31, 2013:

•

on an actual basis;

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on a pro forma basis to reflect the automatic conversion of all of our outstanding 15,025,000 preferred shares into 15,025,000 ordinary shares, on a 1:1 basis, upon the closing of this offering; and

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on a pro forma as adjusted basis to reflect (i) the pro forma adjustments described above, (ii) the effectiveness of our amended and restated articles of association, which will be in effect upon completion of this offering, and (iii) the sale by us of ordinary shares offered by this prospectus at the assumed initial public offering price of $ per share, which is the mid-point 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.


	As of December 31, 2013
(in thousands)	Actual			Pro forma			Pro forma as adjusted


Consolidated balance sheet data
Cash and cash equivalents	$	17,636		$	17,636		$
Property and equipment, net		3,819			3,819
Working capital (deficit)(1)		(27,602	)		(27,602	)
Total assets		78,280			78,280
Deferred revenue		78,128			78,128
Redeemable convertible preferred shares		14,473			—
Total shareholders’ (deficit) equity		(31,858	)		(17,385	)

(1)

We define working capital as current assets less current liabilities.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the mid-point of the estimated price range shown on the cover page of this prospectus, would increase (decrease), on a pro forma as adjusted basis, the amount of each of cash and cash equivalents, working capital (deficit), total assets and total shareholders’ (deficit) equity by approximately $ million, assuming 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. 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.

Free cash flow

Free cash flow is used as a measure of our operating performance and for planning purposes, including the preparation of our annual operating budget. Management believes that free cash flow is useful to investors as a supplemental measure to evaluate our business over time.

Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment. Management believes that the use of free cash flow provides consistency and comparability with our past financial performance, facilitates period to period comparisons of operating performance and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

Free cash flow should not be considered a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using non-GAAP financial measures, including that other

companies may calculate these measures differently than we do. Management compensates for the inherent limitations associated with measuring free cash flow through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of free cash flow to the most directly comparable GAAP measure, net cash provided by (used in) operating activities. A reconciliation of net cash provided by operating activities to free cash flow is presented below:



	Year ended December 31,
(in thousands)	2011			2012			2013

Net cash provided by operating activities	$	8,260		$	4,352		$	3,658
Less purchases of property and equipment		(857	)		(1,225	)		(1,662	)

Free cash flow	$	7,403		$	3,127		$	1,996

Risk factors

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risks described below along with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes, before deciding whether to purchase our ordinary shares. If any of the adverse events described in the following risk factors, as well as other factors which are beyond our control, actually occurs, our business, results of operations and financial condition may suffer significantly. As a result, the trading price of our ordinary shares could decline, and you may lose all or part of your investment in our ordinary shares.

Risks related to our business and industry

We incurred operating losses in recent fiscal periods and may be unable to regain profitability, which may negatively impact our ability to achieve our business objectives.

We incurred operating losses in certain recent fiscal periods. We reported net income of $3.1 million for the year ended December 31, 2010 and net losses of $0.8 million, $1.8 million and $6.5 million for the years ended December 31, 2011, 2012 and 2013, respectively. We cannot predict if we will regain profitability in the near future or at all. We expect to continue making significant expenditures to develop and expand our business. In addition, as a public company, we will incur additional significant accounting, legal and other expenses that we did not incur as a private company. These increased expenditures will make it harder for us to regain profitability. The recent growth in our revenue and client base may not be sustainable, and we may not generate sufficient revenue to regain profitability. We may incur significant losses in the future for a number of reasons, including the other risks described in this “Risk factors” section, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, we may not be able to regain profitability and the failure to fund our capital requirements may negatively impact our ability to achieve our business objectives.

Our financial results may fluctuate from period to period and may fail to meet expectations, which in turn may cause our share price to decline.

Our financial results may fluctuate from period to period and may fail to meet market expectations for a variety of reasons, including:

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reduction in recognition spending or a decrease in growth by existing clients, which directly impacts billings and revenue;

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the extent to which new clients are attracted to our solution to satisfy their employee recognition goals;

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the timing and rate at which we acquire new clients;

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the timing between when a new client agreement is signed and when that client starts using our solution;

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the extent to which existing clients renew their agreements and the timing of those renewals;

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the extent to which existing clients purchase or discontinue use of additional services in our solution and increase or decrease their number of users;

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the addition or loss of clients, including through acquisitions, consolidations, bankruptcies or otherwise;

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changes in our pricing policies or those of our competitors;

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changes in billing cycles or payment terms in client agreements relative to award redemption patterns;

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seasonal factors affecting demand for our solution or potential clients’ purchasing decisions;

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the financial condition and creditworthiness of our clients;

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the timing, success and related expenses of new products and services or enhancements introduced by us or by our competitors;

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other changes in the competitive dynamics of our industry, including consolidation among competitors, clients or strategic partners; and

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various factors related to disruptions in our Software-as-a-Service, or SaaS, hosting network infrastructure, defects in our software, privacy and data security and exchange rate fluctuations, each of which is described elsewhere in this “Risk factors” section.

In light of the foregoing factors, we believe that our financial results, including our revenue and deferred revenue levels, may vary significantly from period-to-period. As a result, period-to-period comparisons of our operating results may not be meaningful and should not be relied on as an indication of future performance.

Fluctuations in our quarterly operating results could cause the price of our ordinary shares to decline rapidly and significantly, may lead research analysts to change their long-term models for valuing our ordinary shares, could cause short-term liquidity issues, may impact our ability to retain or attract key personnel or cause other unanticipated issues. If our quarterly operating results or guidance fall below the expectations of research analysts or investors, the price of our ordinary shares would likely decline substantially.

Certain of our operating results and financial metrics are difficult to predict as a result of seasonality.

We have experienced seasonality with respect to the timing of when awards are both awarded and subsequently redeemed. We have historically seen a higher percentage of awards and redemptions in the fourth quarter of each year. We expect this seasonality to continue, or possibly increase, in the future, which may cause additional fluctuations in certain of our operating results and financial metrics, and thus cause increased difficulties in predictability.

We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or successfully meet competitive challenges.

We increased our number of full-time employees from 106 at December 31, 2010 to 146 at December 31, 2011, to 194 at December 31, 2012 and to 240 at December 31, 2013, and our total revenue increased from $100.0 million in 2010 to $135.8 million in 2011, to $157.7 million in 2012 and to $186.8 million in 2013. Our growth has placed, and may continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. We intend to further expand our overall business, client base, headcount and operations both domestically and internationally. Creating a global organization and managing a geographically-dispersed workforce will require substantial management effort and significant additional investment in our infrastructure. We will be required to continue to improve our operational, financial and management controls and our reporting procedures and we may not be able to do so effectively. As such, we may be unable to manage our expenses effectively in the future, which may negatively impact our operating expenses.

Our revenue is generated from a limited number of clients, and the loss of one or more significant clients could adversely affect our revenue.

Our client base is highly concentrated. For the years ended December 31, 2012 and 2013, our ten largest clients by revenue represented approximately 74% and 68%, respectively, of our total revenue, with one client, General Electric Company together with its affiliates, representing more than 10% of our total

revenue at 32% and 31%, respectively. We expect that a relatively small number of clients will continue to account for a significant portion of our revenue for the foreseeable future. The loss of one or more of our clients, including the loss of any of our larger clients, whether through acquisitions, consolidations, bankruptcies or otherwise, or the failure to retain a significant amount of business from our clients, could harm our business, results of operations and financial condition.

Our clients have no obligation to spend a minimum amount on our solution, and if our existing clients decrease, or do not increase, adoption of our solution or if existing clients decrease, or do not increase, the overall spending for employee recognition from year to year, our business will suffer and our business prospects may be harmed.

We expect to continue to derive a significant portion of our revenue from our existing clients, and we expect our future revenue growth to be driven by expansion of existing clients’ employee recognition budgets from year to year or expansion of existing programs to wider populations of employees within existing clients. Despite such expectations, our clients have no obligation to spend a minimum amount on our solution. As a result, if existing clients do not maintain their current levels of use of our solution or decrease their employee recognition budget, our business, results of operation and financial condition will suffer. In addition, the rate at which clients expand their existing programs to additional employee populations is critical to our future growth. Factors that may affect the expansion rate for our solution include:

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the price, performance and functionality of our solution;

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the availability, price, performance and functionality of competing solutions;

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the effectiveness of our client support services; and

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our ability to continue to offer global rewards, including local suppliers.

There can be no assurance that any of our clients will increase or not decrease adoption of, or overall spending for, our solution. If our clients choose not to take advantage of our solution for any reason, our revenue will decline and our future revenue may be constrained.

Most of our major clients may terminate their agreements for any reason with limited notice or choose not to renew their agreements, and our success therefore depends on our ability to maintain a high level of client satisfaction and a strong reputation in the rewards and recognition industry.

Most of our major clients may terminate their agreements with us for any reason with typically 30 to 180 days prior notice. Additionally, most of our major clients have entered into master services agreements that continue for three years from the initial contract date and either renew upon mutual agreement, or automatically renew for additional one-year periods unless either party notifies the other of its desire not to renew. However, some of our agreements do not contain renewal provisions, which may require us to enter into new agreements with those clients. While few clients have terminated their agreements with us for convenience, some of our clients have elected not to renew their agreements with us. There can be no assurance that any of our clients will choose to renew their agreements with us, and our clients may negotiate terms less advantageous to us upon renewal. As a result, our continued success depends significantly on our ability to meet or exceed our clients’ expectations. If any of our largest clients or a significant number of clients seek to or actually terminate their agreement, fail to renew their agreement, renew their agreement upon less favorable terms or do not enter into a new agreement with us, our business, results of operations and financial condition would be adversely affected.

If we fail to retain any of our largest existing suppliers or a significant number of our existing suppliers or add new suppliers to our global e-commerce rewards network, including suppliers who can provide widely available or locally relevant rewards, our business, results of operations and financial condition may be harmed.

We depend on our ability to attract and retain suppliers that are prepared to offer gift cards or merchandise on compelling terms to us that we sell through our global e-commerce rewards network. We believe the successful management of our supplier relationships is a key aspect of our business and our ability to compete successfully in the market for recognition solutions. We do not have long-term arrangements to guarantee the availability of variety to our clients’ employees or favorable pricing terms to us. Additionally, our current suppliers, including our largest suppliers, may not continue their relationships with us on favorable payment and other terms, if at all, and any change to the payment terms may affect our cash flows from operations. We must continue to attract and retain suppliers for our global e-commerce rewards network in order to increase revenue. We may experience attrition of suppliers in the ordinary course of business resulting from several factors, including changes in supplier contract requirements and terms and supplier closures and bankruptcies. We may fail to retain any of our largest suppliers or a significant number of our suppliers or fail to continue to attract new suppliers who can provide a wide range of compelling or locally relevant awards. If any of the foregoing occurs, our employee recognition solution may be less compelling to clients and our business, results of operations and financial condition may be harmed.

Our financial results may fluctuate due to our long, variable and, therefore, unpredictable sales cycle and our focus on large and mid-sized organizations.

We plan our expenses based on certain assumptions about the length and variability of our sales cycle. If our sales cycle becomes longer or more variable, our results may be adversely affected. Our sales cycle generally varies in duration between three months to over a year and, in some cases, even longer. The fluctuations that result from the length and variability of our sales cycle may be magnified by our focus on sales to large and mid-sized organizations. Factors that may influence the length and variability of our sales cycle include:

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the need to educate potential clients about the uses and benefits of our solution;

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the discretionary nature of potential clients’ purchasing and budget cycles and decisions;

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the competitive nature of potential clients’ evaluation and purchasing processes;

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evolving functionality demands of potential clients;

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fluctuations in the employee recognition needs of potential clients;

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announcements or planned introductions of new products by us or our competitors; and

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lengthy purchasing approval processes of potential clients.

If we are unable to close an expected significant transaction with one or more of these companies in a particular period, or if an expected transaction is delayed until a subsequent period, our operating results for that period, and for any future periods in which revenue from such transaction would otherwise have been recognized, may be adversely affected.

If we experience delays in the client implementation process or fail to complete new client implementations successfully, it could delay our ability to recognize revenue, increase our costs and otherwise negatively impact our business.

After signing a contract with a new client, the first stage of a client program is implementation, where the look and feel of the website, award options and structure of the client’s recognition program is determined

and the website is configured based on the client’s needs. It may be difficult for us to manage the timeliness of these implementations and the allocation of personnel and resources by us or our clients. We base resource allocations for implementations based on the size and complexity of the client organization along with the estimated annual spend indicated by the client typically during the sales or contract process. If our infrastructure capacity is insufficient to meet our needs, we may experience delays in deploying our solution to new clients, or expanding the solutions we offer to existing clients. We do not recognize revenue from clients until their recognition program is launched. If the launch of our solution with a new client is delayed or an expansion of our solution with an existing client is delayed due to complications in the implementation process caused by us or our clients, our recognition of revenue for the deployment or expansion with such client will be delayed. Therefore, failure to successfully manage client implementations could result in a delay in our ability to recognize revenue. If we do not successfully manage the launch process and rollout with a client, it may take several quarters or years before the client fully launches or expands its recognition program and attains its original anticipated spend amount, or it is possible the client may never reach this amount. Delays in implementation or failure to successfully implement new clients as a result of complications caused by us or our clients could also increase costs, harm our reputation, cause us to lose existing clients, lead to potential client disputes or limit the adoption rate of our solution, and our business, results of operations and financial condition could be materially and adversely affected.

If our efforts to attract new clients are not successful, our revenue growth will be adversely affected.

One of the key elements to growing our business is new client acquisition. Our ability to attract new clients will depend in large part on the success of our sales and marketing efforts, including our more recent focus on organizations with 2,500 or more employees, which may not be successful. Our prospective clients may not be familiar with our solution, or may have traditionally used other products and services for their employee recognition requirements. Our prospective clients may develop their own solutions to address their employee recognition goals, purchase competitive product offerings, or engage third-party providers of services that do not use our solution to provide their services. In addition, attracting new clients requires substantial time and expense. It may be difficult to identify, engage and market to clients who do not currently have recognition programs or are unfamiliar with our solution, and many of our clients typically require input from one or more internal levels of approval. This requires us to spend substantial time and effort assisting potential clients in evaluating our solution including providing demonstrations. We may also be required to invest or incur additional time and expense in connection with our increased focus on mid-sized organizations. Furthermore, the market’s demand for a SaaS platform for employee recognition may decrease or may not increase relative to the demand for solutions from traditional non-strategic recognition vendors, or an alternative form of employee recognition solution may emerge. If our prospective clients do not perceive our solution to be of sufficiently high value and quality, we may not be able to attract new clients and our business, results of operations and financial condition would be adversely affected.

We may be subject to additional or unexpected regulation, including regulation of awards as gift cards in some jurisdictions, that could increase our costs and otherwise harm our business.

The application of certain laws and regulations, including the U.S. Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, and unclaimed and abandoned property laws, to the unused value of awards is uncertain. In certain states and foreign jurisdictions, awards may be considered a gift card. Some of these states and foreign jurisdictions include gift cards under their unclaimed and abandoned property laws, which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations. The analysis of the potential application of the unclaimed and

abandoned property laws to awards is complex, involving an analysis of constitutional and statutory provisions and factual issues, including our relationship with clients and their employees and our role as it relates to the issuance of awards and their redemption. In the event that one or more states or foreign jurisdictions successfully challenges our position on the application of its unclaimed and abandoned property laws to awards, our revenue previously recognized for awards that were sold but never redeemed, or breakage, could have a material adverse impact on our revenue and net income. We recognized redemption revenue related to breakage of $3.6 million, $3.2 million and $4.5 million for the years ended December 31, 2011, 2012 and 2013, respectively. Moreover, a successful challenge to our position could subject us to penalties or interest on unreported and unremitted sums, and any such penalties or interest would have a further material adverse impact on our net income.

In addition, from time to time, we may be notified of additional laws and regulations which governmental organizations or others may claim should be applicable to our business. We may also become subject to additional regulatory and compliance requirements as a result of changes in laws or regulations, or as a result of any expansion or enhancement of our existing solution or any new solutions we may offer in the future. If we are required to alter our business practices as a result of any laws or regulations, our revenue could decrease, our costs could increase and our business may be adversely affected. In addition, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, judgments or settlements could harm our profitability.

Security and privacy breaches may harm our business.

Our solution involves the storage and transmission of information over the Internet, and security breaches, unauthorized access, unauthorized usage, virus or similar breach or disruption could result in loss of this information, damage to our reputation, early termination of our contracts, litigation, regulatory investigations and liabilities. Although our solution is not designed or required to have access to personally identifiable employee information held by our clients, there is a risk of inadvertent access to such information since our software interacts with our clients’ platforms and other human resources software. For example, our controls may fail to prevent such access or access may be inadvertently permitted during the implementation of our solution. If our security measures are breached as a result of third-party action, employee or implementation error, malfeasance or otherwise and, as a result, someone obtains unauthorized access to client or employee data, our reputation will be damaged, our business may suffer and we could incur significant liability. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived security breach occurs, the market perception of our security measures could be harmed and we could lose revenue and clients. Any significant violations of data privacy could result in the loss of business, litigation and regulatory investigations and penalties that could damage our reputation and adversely impact our business, results of operations and financial condition. Moreover, if a high profile security breach occurs with respect to another SaaS provider, our clients and potential clients may lose trust in the security of the SaaS business model generally, which could adversely impact our ability to retain existing clients or attract new ones.

The U.S. and various state governments have adopted or proposed limitations on the collection, distribution and use of personally identifiable information. Several foreign jurisdictions, including all European Union member states, have adopted legislation (including directives or regulations) that increase or change the requirements governing data collection, storage, transfer, security and deletion in these jurisdictions. Within the EU there are proposals to increase these requirements and to impose significant penalties for non-compliance. If our privacy or data security measures fail to comply with current or future laws and regulations, we may be subject to litigation, regulatory investigations, fines or other liabilities. Moreover, if

future laws and regulations limit our clients’ ability to use and share employee data or our ability to store, process and share data with our clients over the Internet, demand for our solution could decrease, our costs could increase, and our business, results of operations and financial condition could be harmed.

If we fail to develop or acquire new functionality or enhance our existing solution to meet the needs of our existing and future clients or if we fail to estimate the impact of developing and introducing new functionality and enhanced solutions on our business, our revenue will decline.

To keep pace with technological developments, satisfy increasingly sophisticated client requirements and achieve market acceptance, we must continue to enhance and improve our existing solution and we must also continue to introduce new solutions. Any new solutions we develop or acquire may not be introduced in a timely manner and may not achieve the broad market acceptance necessary to generate significant revenue. If we are unable to successfully develop or acquire new solutions or enhance our existing solutions or if we fail to price our solutions to meet market demand, our business and operating results will be adversely affected. To date, we have focused our business on providing rewards and recognition solutions for large and mid-sized organizations, but we may seek to expand into other offerings in the future such as sales incentive management and other employee-facing rewards programs including safety, wellness and employee-referral. Our efforts to expand our solution to new organization sizes or beyond rewards and recognition solutions may divert management resources from existing operations and require us to commit significant financial resources to an unproven business, which could in turn harm our existing business.

We expect to incur significant expense to develop additional solutions and functionalities and to integrate acquired solutions or functionalities into our existing platform to maintain our competitive position. These efforts may not result in commercially viable solutions. If we do not receive significant revenue from these investments, our business could be adversely affected. Additionally, we intend to maintain a single version of each release of our software applications that is configurable to meet the needs of our clients. Clients may require customized solutions, or features and functions that we do not yet offer and do not intend to offer in future releases, which may cause them to choose a competing solution, and our results of operations, financial condition, business and prospects could be materially adversely affected.

We may be forced to change our pricing levels, or our pricing model, as the market for recognition solutions evolves.

The market for rewards and recognition solutions is still evolving, and competitive dynamics may cause pricing levels, as well as pricing models generally, to change as the market matures and as existing and new market participants introduce new types of solutions and different approaches to enable organizations to address their talent management needs. As a result, we may be forced to change our pricing model, and we may be unable to renew existing client agreements or enter into new client agreements with the same or more favorable pricing and terms, which could have a material adverse effect on our revenue and other operating results.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The market for social recognition solutions is highly competitive. Some of our actual and potential competitors may enjoy competitive advantages over us, such as greater brand name recognition, longer operating histories, more varied services and larger operating budgets as well as greater financial, technical and other resources. If one or more of our competitors were to merge or partner with another of our competitors, if one or more of our competitors were to enter into strategic partnerships with companies in the human resources and compensation fields, or if new competitors enter into the market for recognition solutions, the change in the competitive landscape could materially adversely affect our ability to compete

effectively. We expect competition to intensify in the future. If we fail to compete effectively, our business will be harmed. Some of our principal competitors have varying pricing models, which has resulted in pricing pressures. Similarly, some competitors offer different billing terms, which has resulted in pressures on our billing terms. If we are unable to maintain our pricing levels, billing terms and market share, our operating results would be negatively impacted. In addition, pricing pressures and increased competition generally could result in reduced revenue, reduced operating margins, losses or the failure of our solution to achieve or maintain more widespread market acceptance, any of which could harm our business.

We face competition from other incentive and recognition providers, as well as traditional non-strategic recognition solutions, internally developed solutions designed to support the needs of a single organization, as well as from third-party human resource application providers. We may also face competition from new market entrants. Our primary competition is from traditional incentive vendors such as, without limitation, BI Worldwide, Maritz and O.C. Tanner.

Many of our competitors are able to devote greater resources to the development, promotion and sale of their products and services. In addition, many of our competitors have established marketing relationships, access to larger client bases and major distribution agreements with consultants, system integrators and distributors. Moreover, many software vendors could bundle human resource products or offer such products at a lower price as part of a larger product offering. In addition, some competitors may offer software that addresses one, or a limited number, of rewards and recognition functions at a lower price point or with greater depth than our solution. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or client requirements. Further, some potential clients, particularly large organizations, may elect to develop their own internal solutions.

For all of these reasons, we may not be able to compete successfully against our current and future competitors. If we are unable to compete effectively with our competitors for any of the foregoing reasons or for any other reasons, our business, results of operations and financial condition could be materially and adversely affected.

Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our operating results.

Our operating results may vary based on the impact of changes in our industry or the global economy on us or our clients. The revenue growth and potential profitability of our business depends on demand for and usage of employee rewards and recognition solutions in particular. We sell our solution primarily to large and mid-sized organizations whose businesses fluctuate based on general economic and business conditions. To the extent that weak economic conditions cause our clients and potential clients to freeze or reduce their headcount, demand for our solution may be negatively affected. Historically, economic downturns have resulted in overall reductions in spending on employee compensation, including employee rewards and recognition solutions as well as pressure for extended billing terms, as occurred during the recent recession. If economic conditions deteriorate or do not materially improve, our clients and potential clients may elect to decrease their employee recognition budgets or defer or reconsider new solution purchases or renewals, which would limit our ability to grow our business and negatively affect our operating results.

We use a third-party data center facility to deliver our solution. Any disruption of service at this facility could harm our business.

We manage our services and serve all of our clients from one third-party data center facility located in the United States and one back-up facility, which is owned and managed by us in our Dublin office. While we

own and control the actual computer and storage systems upon which our platform runs and deploy them to the U.S. data center facility, we do not own, lease or control the operation of the U.S. facility.

The U.S. data center facility provider has no obligation to renew its agreement with us on commercially reasonable terms, or at all. If we are unable to renew this agreement on commercially reasonable terms, we may be required to transfer to a new facility, and we may incur significant costs and possible service interruption in connection with doing so. In addition, if our data centers fail to meet our capacity requirements, our service could be interrupted and our ability to scale our operations could be adversely affected.

Any changes in third-party service levels at the U.S. facility or any errors, defects, disruptions or other performance problems at or related to this facility that affect our services could harm our reputation and may damage our clients’ businesses. Interruptions in our services might reduce our revenue, cause us to issue credits to clients, subject us to potential liability, and cause clients to terminate their agreements with us or harm our renewal rates.

This facility is vulnerable to damage or service interruption resulting from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. The occurrence of a natural disaster or an act of terrorism, or vandalism or other misconduct, or a decision to close the facility without adequate notice or other unanticipated problems could result in lengthy interruptions in our services.

Any significant disruption in our SaaS hosting network infrastructure could harm our reputation, require us to provide credits or refunds, result in early termination of client agreements or loss of clients, and negatively affect our business.

Our SaaS hosting network infrastructure is a critical part of our business operations. Our clients access our solution through a standard web browser or mobile device and depend on us for fast and reliable access to our solution. Our software is proprietary, and we rely on the expertise of members of our engineering and software development teams for the continued performance of our solution. We have experienced, and may in the future experience, disruptions in our computing and communications infrastructure. Factors that may cause such disruptions include:

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human error;

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security breaches;

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telecommunications outages from third-party bandwidth, internet service, mobile network, electricity and other providers;

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computer viruses;

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acts of terrorism, sabotage or other intentional acts of vandalism;

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unforeseen interruption or damages experienced in moving hardware to a new location;

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fire, earthquake, flood and other natural disasters; and

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power loss.

Although we generally back up our client databases daily and store our data in more than one geographically-distinct location, our infrastructure does not currently include the real-time mirroring of data. Thus, in the event of any of the factors described above, or certain other failures of our computing infrastructure, client data from recent transactions may be permanently lost. Moreover, some of our client agreements include performance guarantees and service level standards that obligate us to provide credits,

refunds or termination rights in the event of a significant disruption in our SaaS hosting network infrastructure or other technical problems that relate to the functionality or design of our solution.

Defects in our software could affect our reputation, result in significant costs to us and impair our ability to sell our solution and related services.

Although we regularly test our software for defects and work with clients through our client support organization to identify and correct errors, defects in our software are likely to occur in the future. The costs incurred in correcting any software defects may be substantial and could adversely affect our operating results. Any defects that cause interruptions to the availability of our software could result in:

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lost or delayed market acceptance and sales of our solution;

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early termination of client or supplier agreements or loss of clients or our relationships with our suppliers;

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credits or refunds to clients;

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product liability suits against us;

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diversion of development resources; and

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injury to our reputation.

While our client agreements typically contain limitations and disclaimers that purport to limit our liability for damages related to defects in our solution, such limitations and disclaimers do not typically apply to data privacy breaches or indemnification issues and may not be enforced by a court or other tribunal or otherwise effectively protect us from such claims.

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

We are subject to laws specifically governing the Internet and e-commerce. Existing and future regulations and laws could impede the growth of the Internet or other online services. These regulations and laws may involve taxation, tariffs, participant privacy, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as property, ownership, sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce. In addition, it is possible that governments of one or more countries may seek to censor content available on our websites. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, we may be unable to retain, expand within or increase our client base and we may not be able to maintain or grow our revenue.

If we fail to retain key employees and recruit qualified technical personnel, our business could be harmed.

We believe that our success depends on the continued employment of our senior management and other key employees, such as our chief executive officer. We have entered into employment agreements with each of our executive officers; however, none of them nor any of our other employees is obligated to continue his or her employment with us. We have no key-man insurance on any member of our senior management or other key employees.

In addition, because our future success is dependent on our ability to continue to enhance and introduce new solutions, we are heavily dependent on our ability to attract and retain qualified engineers with the requisite

education, background and industry experience. As we expand our business, our continued success will also depend, in part, on our ability to attract and retain qualified sales and marketing and operational personnel capable of supporting a larger and more diverse client base. The loss of the services of a significant number of our engineers could be disruptive to our development efforts or business relationships. In addition, if any of our key employees joins a competitor or decides to otherwise compete with us, we may experience a material disruption of our operations and development plans, which may cause us to lose clients or increase operating expenses as the attention of our remaining senior managers is diverted to recruit replacements for the departed key employees. Competition for qualified personnel is intense, and we may not be successful in attracting and retaining such personnel on a timely basis, on competitive terms or at all. If we are unable to attract and retain qualified personnel, our business, results of operations and financial condition could suffer.

We may not be successful in managing our inventory.

Our inventory balance represented approximately 6% of our total assets as of December 31, 2013. We must maintain sufficient inventory levels to meet our clients’ demands while managing our costs to store and hold gift cards. If we do not accurately predict demand, we may have to dispose of excess inventory, which also can adversely impact our financial results. We also experience inventory shrinkage and cannot assure you that inventory loss and theft will remain the same or decrease in the future or that we will effectively address inventory shrinkage.

Under most of our current supplier agreements, we do not have the ability to return unsold items, and we have entered into and plan to continue to enter into purchase agreements with commitments to purchase larger quantities of inventory to secure more favorable business terms. If we are unable to correctly predict demand for gift cards, we may be responsible for covering the cost of unused inventory and our financial condition and results of operations may suffer.

In addition, our suppliers of goods may have difficulty adjusting to our changing demands and growing business and their failure to provide quality merchandise in a timely manner could damage our reputation and lead to litigation against us. We rely on outsourcers to procure merchandise and if they do not keep up with changing consumer preferences our ability to attract new, or expand existing clients could be harmed.

Failure to effectively expand our sales teams may impede our growth.

We will need to continue to expand our sales and marketing infrastructure in order to grow our client base and our business. Identifying, recruiting and training qualified sales and marketing personnel will require significant time, expense and attention. If we are unable to hire, develop and retain talented sales personnel or if our new direct sales personnel are unable to achieve expected productivity levels in a reasonable period of time, we may not be able to significantly increase our revenue and grow our business.

Because we recognize revenue over the contract term and estimate total contract value, a significant downturn in our business may not be immediately reflected in our operating results.

We recognize redemption revenue upon delivery of goods or gift cards to our clients’ employees and solution and services revenue from our client agreements over the contractual terms of these agreements, which is typically three years. As a result, a significant portion of the revenue we report in each quarter is generated from client agreements entered into during previous periods. Consequently, a decline in new or renewed client agreements in any one quarter may not impact our financial performance in that quarter, but will negatively affect our revenue in future quarters. If a number of contracts expire and are not renewed in the same quarter, or there is a reduction in the client’s recognition spend, our revenue will decline significantly in that quarter and subsequent quarters. In addition, we may be unable to adjust our

fixed costs in response to reduced revenue. Accordingly, the effect of significant declines in sales and market acceptance of our solution may not be reflected in our short-term results of operations.

Integrated, comprehensive SaaS solutions such as ours represent a relatively new approach to addressing organizations’ recognition initiatives, and if demand for SaaS solutions such as ours does not increase, our business will suffer.

Providing organizations with rewards and recognition solutions through integrated, comprehensive SaaS solutions is a developing market, and we must improve the market awareness of our software-based recognition solution to increase our revenue. The widespread adoption of our solution depends not only on strong demand for rewards and recognition solutions generally, but also for solutions delivered via a SaaS business model in particular. There are still a significant number of organizations that have not adopted recognition programs at all, and it is unclear whether such organizations ever will adopt such programs and, if they do, whether they will desire a SaaS solution such as ours. As a result, we cannot assure you that our SaaS solution will achieve and sustain the high level of market acceptance that is critical for the success of our business.

If we fail to develop our brand cost-effectively, our business may suffer.

Developing and maintaining awareness of the Globoforce brand in a cost-effective manner is critical to achieving widespread acceptance of our existing and future solutions and is an important element in attracting new clients. Furthermore, the importance of brand recognition will increase as competition in our market increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to provide reliable and useful solutions at competitive prices, which we may not do effectively. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new clients or retain our existing clients to the extent necessary to realize a sufficient return on our brand-building efforts, and our business could suffer.

Fluctuations in the exchange rate of foreign currencies could result in currency transactions losses.

We currently have accounts receivable denominated in U.S. dollars, British pounds, Canadian dollars, Australian dollars and Euro, and in the future we may have sales denominated in additional currencies depending on where our clients are located. While we invoice our clients in U.S. dollars, British pounds, Canadian dollars, Australian dollars and Euro, we incur a significant portion of our operating expenses in Euro and U.S. dollars, and our cost of redemption revenue is typically incurred in the supplier’s local currency. Any fluctuation in currency exchange rates may negatively impact our business, financial condition and results of operations. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exposure, we may not be able to hedge effectively due to a lack of experience, unreasonable costs or illiquid markets.

We have entered into outsourcing and other agreements with third parties related to certain call center and fulfillment services, and any difficulties experienced in these arrangements could result in additional expense, loss of revenue or an interruption of our solutions.

We have entered into outsourcing agreements with third parties to provide certain call center and fulfillment services to our clients and their employees. As a result, we rely on third parties over which we have limited control to perform certain of our operations. If these third parties are unable to perform to our requirements or to provide the level of service required or expected by our clients and their employees, our

business, operating results and financial condition may be harmed and we may be forced to pursue alternatives to provide these services, which could result in delays, interruptions, additional expenses and loss of clients and related revenues.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our shareholders and otherwise disrupt our operations and harm our operating results.

We may seek to acquire or invest in businesses, products or technologies that we believe could complement or expand our solution, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of our management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are ultimately consummated.

As we have not historically engaged in significant acquisition activity, we have limited experience as a company in acquiring and integrating other businesses. If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully or effectively manage the combined business following the acquisition. We may also not achieve the anticipated benefits from the acquired business due to a number of factors, including:

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unanticipated costs or liabilities associated with the acquisition;

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incurrence of acquisition-related costs;

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our ability to integrate the combined products, services and technology;

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our ability to migrate clients to our technology platform;

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diversion of management’s attention from other business concerns;

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harm to our existing relationships with clients and partners as a result of the acquisition;

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the potential loss of key employees;

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unanticipated or unknown liabilities that relate to the purchased business;

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the use of resources that are needed in other parts of our business; and

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the use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could harm our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer.

If we fail to adequately protect our proprietary rights, our competitive advantage could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

Our success is dependent, in part, upon protecting our proprietary technology. We rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws and contractual restrictions, such as confidentiality agreements and licenses to establish and protect our proprietary rights in our solution.

However, the steps we take to protect our intellectual property may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect the unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our software and use information that we regard as proprietary to create software that competes with ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our licensed software may be unenforceable under the laws of certain jurisdictions and foreign countries. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States. To the extent we expand our international activities, our exposure to unauthorized copying and use of our software and proprietary information may increase. Our competitors could also independently develop solutions equivalent to ours, and our intellectual property rights may not be broad enough for us to prevent competitors from doing so. Reverse engineering, unauthorized copying or other misappropriation of our proprietary technology could enable third parties to benefit from our technology without paying us for it, which would significantly harm our business.

We may not be effective in policing unauthorized use of our intellectual property, and even if we do detect violations, litigation may be necessary to enforce our intellectual property rights. Any enforcement efforts we undertake, including litigation, could be time consuming and expensive, could divert our management’s attention and may result in a court determining that our intellectual property rights are unenforceable. If we are not successful in cost-effectively protecting our intellectual property rights, our business, results of operations and financial condition could be materially adversely affected.

We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances. No assurance can be given that these agreements will be effective in controlling access to and distribution of our solution and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our solution.

Our use of and reliance on research and development resources in foreign countries and with third-party providers may expose us to unanticipated costs or events.

We have research and development centers in Ireland and Belarus and have significant numbers of contractors in Belarus. Since those contractors work for third parties who supply such contractors to us, our ability to retain them on our projects is limited. There can be no assurance that our reliance upon research and development resources in foreign countries will enable us to achieve meaningful cost reductions or greater resource efficiency. Further, our research and development efforts and other operations in foreign countries involve significant risks, including:

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difficulty hiring and retaining appropriate engineering personnel because of intense competition for engineers and resulting wage inflation;

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difficulties regarding the transfer of knowledge related to our technology and resulting exposure to misappropriation of intellectual property or information that is proprietary to us, our clients and other third parties;

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heightened exposure to change in the economic, security and political conditions in foreign countries; and

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fluctuations in currency exchange rates and difficulties of regulatory compliance in foreign countries.

Difficulties resulting from the factors above and other risks related to our operations in foreign countries could expose us to increased expense, impair our development efforts and harm our competitive position.

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 upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. Our process for controlling our own employees’ use of third-party proprietary information may not be sufficient to prevent assertions of intellectual property infringement claims against us. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. We have and may in the future obtain licenses from third parties to forestall or settle any potential claims of alleged infringement of our technology upon the intellectual property rights of others. Discussions and negotiations with such third parties, whether successful or unsuccessful, could result in substantial costs and diversion of management resources, either of which could seriously harm our business. In the future, we may receive claims that our technology infringe or violate the claimant’s intellectual property rights. However, we may be unaware of the intellectual property rights of others that may cover some or all of our technology. 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 solution, or require that we comply with other unfavorable terms. If our technology violates any third-party intellectual property rights, we could be required to withdraw that technology from the market, re-develop that technology or seek to obtain licenses from third-parties, which might not be available on reasonable terms or at all.

We may also be obligated to indemnify our clients or distributors in connection with any such litigation and to obtain licenses, modify our solution, refund fees or pay substantial settlement costs, including royalty payments, in connection with any such litigation, any of which could further exhaust our resources. Even if we were to prevail, any litigation regarding our intellectual property could be costly and time consuming and divert the attention of our management and key personnel from our business operations.

We rely on technology and intellectual property licensed from other parties, the failure or loss of which could increase our costs and delay or prevent the delivery of our software solutions.

We depend, in part, on technology and intellectual property rights of third parties licensed to us for our software. Any errors or defects in any third-party technology could result in errors in our software. In addition, such technology and rights may not continue to be available on commercially reasonable terms, or at all. While we believe that there are currently adequate replacements, any loss of the right to use any of this technology on commercially reasonable terms, or at all, could result in delays in producing or delivering our solution until equivalent technology is identified and integrated, requiring us to either redesign our software or develop these components ourselves, which would result in increased costs or force us to limit the features available in our current or future software. Errors in the software we license or the loss or inability to maintain these licenses could result in increased costs, reduced service levels or delayed sales of our solution.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Many of our client agreements include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, breach of confidentiality with respect to personal data, or other liabilities relating to or arising from our solution, services or other contractual obligations. The term of these indemnity provisions generally survives termination or expiration of the applicable agreement. Large indemnity payments could harm our business, operating results and financial condition. Although we look to contractually limit our liability with respect to indemnification and other requests, the existence of such a dispute with a client may have adverse effects on our client relationships and reputation.

We use open source software in our technology, which could subject us to litigation or other actions.

We use open source software in our technology and may use more open source software in the future. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their technology. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our software. In addition, if we were to combine our proprietary technology with open source software in a certain manner, we could, under certain of the open source licenses, be required to release the source code of our proprietary software. If we inappropriately use open source software, we may be required to re-engineer our solution, discontinue providing our software solution or take other remedial actions, any of which could have a material adverse effect on our business, results of operations or financial condition.

The global nature of our business subjects us to additional costs and risks that can adversely affect our operating results.

Compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These laws and regulations include U.S. laws such as the Foreign Corrupt Practices Act, and local laws which also prohibit corrupt payments to governmental officials, data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions and export requirements. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business. Any such violations could result in prohibitions on our ability to offer our solution in one or more countries, could delay or prevent potential acquisitions and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. We monitor our international operations and investigate allegations of improprieties relating to transactions and the way in which such transactions are recorded. If we are unable to manage the foregoing international aspects of our business, our operating results and overall business will be significantly and adversely affected.

If we fail to maintain an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

To comply with the requirements of being a public company, we may need to undertake various actions, including implementing new internal controls and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the Securities and Exchange Commission, or the SEC, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Securities Exchange Act of 1934, or the Exchange Act, is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls that we develop may become inadequate and weaknesses in our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we may be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act, harm our operating results, cause us to fail to meet our reporting obligations, or result in a restatement of our prior period financial statements. In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal

control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our ordinary shares could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NASDAQ Global Market.

We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not yet required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report. This assessment will need to include the disclosure of any material weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting firm. We are just beginning the costly and challenging process of compiling the system and processing documentation needed to comply with such requirements. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

Our independent registered public accounting firm may not be required to formally attest to the effectiveness of our internal control over financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, depending on whether we choose to rely on certain exemptions set forth in the JOBS Act. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls in the future. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on the price of our ordinary shares.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, particularly after we are no longer an “emerging growth company,” which could adversely affect our operating results.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the rules and regulations of the NASDAQ Stock Market and the Irish Companies Act of 1963–2012, in so far as such Acts apply to public limited companies, and we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. Despite recent reform made possible by the JOBS Act, which allows us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies,” compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, management and other personnel will need to devote substantial time to these public company requirements, diverting their attention from other business matters.

After we are no longer an “emerging growth company,” or sooner if we choose not to take advantage of certain exemptions set forth in the JOBS Act, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. In that regard, we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

As a public company, we also expect that it may be more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage

or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers. The increased costs associated with operating as a public company, including after we cease to qualify as an “emerging growth company,” may decrease our net income or increase our net loss and may require us to change our cost structure and pricing model.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure 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 JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act for an extended period of time, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are electing not to take advantage 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 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.

We will remain an “emerging growth company” for up to five years, although if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31.

We cannot predict if investors will find our ordinary shares less attractive because we may rely on these exemptions and transition periods. 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.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, or FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.

Risks related to tax issues

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.

Changes in our effective tax rate may reduce our net income in future periods.

While we believe that our organization as an Irish company should improve our ability to maintain a competitive worldwide effective corporate tax rate, we cannot give any assurance as to what our effective tax rate will be because of, among other things, uncertainty regarding the tax policies of the jurisdictions where we operate. In general, under current Irish legislation, a company is regarded as resident for tax purposes in Ireland if it is centrally managed and controlled in Ireland, or, in certain circumstances, if it is incorporated in Ireland. Trading income of an Irish company is generally taxable at the Irish corporation tax rate of 12.5%. Non-trading income of an Irish company, such as interest income, rental income or other passive income, is taxable at a rate of 25%. It is possible that in the future, whether as a result of a change in law in any jurisdiction or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs, we could become, or be regarded as having become tax resident in a jurisdiction other than Ireland. Should we cease to be an Irish tax resident, we may be subject to a charge to Irish capital gains tax on any gain inherent in our assets. Our actual effective tax rate may vary from our expectation and that variance may be material. Additionally, the tax laws of Ireland, the United States and other jurisdictions could change in the future, and such changes could cause a material change in our effective tax rate.

A number of factors may increase our future effective tax rates, including:

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the jurisdictions in which profits are determined to be earned and taxed;

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the resolution of issues arising from tax audits with various tax authorities;

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changes in the valuation of our deferred tax assets and liabilities;

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increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions;

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changes in available tax credits;

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changes in the taxation of share-based compensation;

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changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and

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challenges to the transfer pricing policies related to our structure.

Our tax position could be adversely impacted by changes in tax rates, tax laws, tax treaties or tax regulations or changes in the interpretation of such laws, treaties or regulations by the tax authorities in Ireland, the United States and other jurisdictions.

Such changes may be more likely or become more likely as a result of recent economic trends in the jurisdictions in which we operate, particularly if such trends continue. For example, Ireland has suffered

from the consequences of worldwide adverse economic conditions and the credit ratings on its debt have been downgraded. A change in the Irish government’s stated policy of not increasing business taxation may increase the effective tax rates applicable to our Irish operations and such changes could cause a material and adverse change in our worldwide effective tax rate and we may have to take action, at potentially significant expense, to seek to mitigate the effect of such changes. In addition, any amendments to the current double taxation treaties between Ireland and other jurisdictions, including the United States, could subject us to increased taxation.

Failure to manage the risks associated with such changes, or misinterpretation of the laws relating to taxation, could result in increased charges, financial loss, including penalties and reputational damage and materially and adversely affect our business, results of operations or financial condition.

Our operating results may be harmed if we are required to collect sales and similar taxes for our solutions in jurisdictions where we have not historically done so.

Providers of goods or services are typically held responsible by taxing authorities for the collection and payment of any applicable sales and similar taxes, including in certain cases VAT. Each country and each U.S. state has different rules and regulations governing these taxes. We reserve estimated sales and use taxes on our financial statements, but we cannot be certain that we have made sufficient reserves to cover all such taxes. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our solutions, we may be liable for past taxes in addition to being required to collect sales or similar taxes in respect of our solutions going forward. Liability for past taxes may also include interest and penalty charges. Our client contracts provide that our clients must pay all applicable sales and similar taxes. Nevertheless, clients may be reluctant to pay back taxes and may refuse responsibility for interest or penalties associated with those taxes or we may determine that it would not be feasible to seek reimbursement. If we are required to collect and pay back taxes and the associated interest and penalties and if our clients do not reimburse us for all or a portion of these amounts, we will have incurred unplanned expenses that may be substantial. Moreover, imposition of such taxes on our solutions going forward will effectively increase the cost of such solutions to our clients.

Many U.S. states are also pursuing legislative expansion of the scope of goods and services that are subject to sales and similar taxes as well as the circumstances in which a vendor of goods and services must collect such taxes. Furthermore, legislative proposals have been introduced in the U.S. Congress that would provide U.S. states with additional authority to impose such taxes. Accordingly, it is possible that either U.S. federal or U.S. state legislative changes may require us to collect additional sales and similar taxes from our clients in the future.

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 parent company and 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 prices. 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 adjustment are able to benefit from any applicable double taxation agreement.

Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if we experience a change in ownership, or if taxable income does not reach sufficient levels.

As of December 31, 2013, we had Irish net operating loss carryforwards of approximately $30.7 million and Irish research credit carryforwards of approximately $0.8 million. These Irish net operating loss carryforwards and research credit carryforwards do not expire, but may not be fully utilized unless we generate sufficient income in Ireland.

Under Irish law, where a company makes a loss in its trade, it can carry that loss forward to subsequent accounting periods and offset the loss against profits or gains of the same trade. The utilization of carried forward losses is disallowed where (i) the trade that gave rise to the losses is discontinued or (ii) within any period of three years, there is both a change in the ownership of a company and (whether earlier or later in that period or at the same time) a major change in the nature or conduct of a trade carried on by the company or (iii) at any time after the scale of the activities in a trade carried on by a company has become small or negligible and before any considerable revival of the trade, there is a change in ownership of the company. There are no legislative explanations of what constitutes a major change in the nature or conduct of a trade. Relevant case law indicates that there must be a difference in the kind of trade/goods (and not just a quantitative difference) or a major difference in client outlets or markets of the trade but whether there has been a major change in the nature or conduct of a trade is a qualitative matter, and one which is to be judged on the facts of any particular set of circumstances. We may experience ownership changes in the future as a result of this initial public offering and subsequent movements in our share ownership. If we also experience a major change in the nature or conduct of our trade or our trade becomes small or negligible, we may be limited in the amount of loss carryforwards that we can use in the future to offset taxable income for Irish corporation tax purposes. Furthermore, in the event we incur net income in certain jurisdictions but incur losses (or have loss carryforwards) in other jurisdictions, we cannot offset the income from one jurisdiction with the loss from another, which could increase our effective tax rate.

We may become or be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ordinary shares.

Based on the current and anticipated valuation of our assets and composition of our income and assets, we do not expect to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our current taxable year or any future taxable year. A non-U.S. corporation is a PFIC in any taxable year in which, after taking into account certain look-through rules, either (i) at least 75% of its gross income is passive income (such as certain dividends, interest, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income) or (ii) at least 50% of the average quarterly value of its assets consists of assets producing or held to produce passive income. Changes in the composition of our income and assets or in the fair value of our assets may cause us to become a PFIC. Since the determination as to whether we are or have become a PFIC must be made on an annual basis, we cannot assure you that we will not become a PFIC in the current or any future taxable years. If we were treated as a PFIC for any taxable year, then U.S. holders generally would be subject to adverse U.S. federal income tax consequences. See “Taxation—Material U.S. federal income tax consequences to U.S. holders—Passive foreign investment company.”

Risks related to this offering and ownership of our ordinary shares

An active, liquid, and orderly trading market for our ordinary shares may not develop, and you may not be able to resell your shares at or above the initial public offering price.

Prior to this offering, there has been no public market for our ordinary shares. Although we expect that our ordinary shares will be approved for listing on the NASDAQ Global Market, an active, liquid, and orderly trading market for our shares may never develop or be sustained following this offering. The initial public offering price of our ordinary shares was determined through negotiations between us and the underwriters. This initial public offering price may not be indicative of the market price for our ordinary shares after this offering. Investors may not be able to sell their ordinary shares at or above the initial public offering price or at the time that they would like to sell.

Our share price is likely to be volatile and could decline following this offering, resulting in a substantial loss on your investment.

Prior to this offering, there has not been a public market for our ordinary shares. An active trading market for our ordinary shares may never develop or be sustained, which could affect your ability to sell your shares and could depress the market price of your shares. In addition, the initial public offering price has been determined through negotiations among us, the selling shareholders and the representatives of the underwriters and may bear no relationship to the price at which our ordinary shares will trade upon the completion of this offering. The price of our ordinary shares could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk factors” section of this prospectus and others, such as:

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our operating performance and the performance of other similar companies;

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the overall performance of the equity markets;

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publication of research reports about us or our industry or changes in research coverage by securities analysts;

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our announcement of actual results for a fiscal period that are higher or lower than projected results or our announcement of revenue or earnings guidance that is higher or lower than expected;

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speculation in the press or investment community;

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the size of our public float;

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actual or perceived lack of publicly traded companies similar to ours;

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sales or expected sales of additional ordinary shares;

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terrorist acts or natural disasters;

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developments with respect to intellectual property rights;

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announcements by us or our competitors of significant contracts, new technologies, acquisitions, commercial relationships, joint ventures or capital commitments; and

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global economic, legal and regulatory factors.

Furthermore, the stock markets in general and the market for technology-related stocks in particular have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations may be unrelated or disproportionate to the operating performance of those companies and may be exacerbated with respect to companies that are perceived to have fewer publicly traded comparable companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations may cause the market price of our ordinary shares to decline. If the market price of our ordinary shares after this offering does not exceed the initial public

offering price, you may not realize any return on your investment and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their equity securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

If securities or industry analysts do not publish or cease publishing research or reports or publish misleading or unfavorable research or reports about us, our business or our market, our share price and trading volume could decline.

The trading market for our ordinary shares will be influenced by the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no or few securities or industry analysts cover our company, the trading price for our ordinary shares and trading volume would likely be negatively impacted. If one or more of the analysts who covers us downgrades our ordinary shares or publishes incorrect or unfavorable research about our business, or provides more favorable relative recommendations about our competitors, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our ordinary shares could decrease, which could cause our share price or trading volume to decline.

Substantial future sales of our ordinary shares in the public market could cause our share price to fall.

Additional sales of our ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ordinary shares to decline. Upon the completion of this offering, we will have ordinary shares outstanding. All shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. Of the remaining ordinary shares outstanding after this offering, shares will be eligible for sale at various times beginning 180 days after the date of this prospectus upon the expiration of lock-up agreements as described below and subject to vesting requirements and the requirements of Rule 144 or Rule 701, and shares will be eligible for sale at various times beginning after the date of this prospectus, subject to vesting requirements and the requirements of Rule 144 or Rule 701.

Our directors, executive officers and holders of substantially all of our outstanding ordinary shares (on a fully-diluted basis as of December 31, 2013 without giving effect to this offering) have agreed with limited exceptions that they will not sell any ordinary shares owned by them without the prior written consent of J.P. Morgan Securities LLC, on behalf of the underwriters, for a period of 180 days from the date of this prospectus.

At any time and without public notice, J.P. Morgan Securities LLC may, in its sole discretion, release some or all of the securities from these lock-up agreements prior to the expiration of the lock-up period. As resale restrictions end, the market price of our ordinary shares could decline if the holders of those shares sell them or are perceived by the market as intending to sell them.

After this offering and the expiration or waiver of the lock-up agreements, holders of an aggregate of 15,025,000 of our ordinary shares as of December 31, 2013, will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other shareholders. All of these shares are subject to the 180-day lock-up. In addition, as of December 31, 2013, there were 1,012,110 shares subject to outstanding options that will become eligible for sale in the public market to the extent permitted by any applicable vesting requirements, the lock-up agreements and Rules 144 and 701 under the Securities Act. We also

intend to register all of our ordinary shares that we may issue under our equity incentive plans, including 354,185 shares reserved for future issuance under our 2012 Plan as of December 31, 2013 and an additional 1,053,450 ordinary shares reserved for future issuance under our 2012 Plan upon effectiveness of the registration statement to which this prospectus is a part. Once we register and issue these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements. For more information, see “Shares eligible for future sale.”

Acquirers of ordinary shares in this offering will experience immediate and substantial dilution in the net tangible book value of their investment.

The initial public offering price of our ordinary shares will be substantially higher than the net tangible book value per share of our outstanding ordinary shares immediately after this offering. Therefore, if you acquire our ordinary shares in this offering, you will incur immediate dilution of $ in net tangible book value per share from the price you paid assuming we offer our shares at $ , the mid-point of the estimated price range set forth on the cover of this prospectus. In addition, following this offering, acquirers of ordinary shares in this offering will have contributed % of the total consideration paid by our shareholders to acquire our ordinary shares, but only own % of our outstanding ordinary shares. Moreover, we issued options and warrants in the past to acquire ordinary shares at prices significantly below the assumed initial public offering price of $ per ordinary share, the mid-point of the estimated price range set forth on the cover of this prospectus. As of December 31, 2013, there were 1,012,110 of our ordinary shares issuable upon the exercise of outstanding options, with a weighted-average exercise price of $3.20 per share. To the extent that these outstanding options are ultimately exercised, you will incur further dilution. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.” In addition, we may raise additional capital through public or private equity or debt offerings, subject to market conditions. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance could result in further dilution to our shareholders.

Our management will have broad discretion over the use of the net proceeds that we receive in this offering and may not use the net proceeds in ways that increase the value of your investment.

Our management will have broad discretion in the use of our net proceeds from this offering. You will not have the opportunity to influence our decisions on how we use our net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply these proceeds in ways that increase the value of your investment. We intend to use the net proceeds from this offering primarily for general corporate purposes, which may include working capital, sales and marketing activities, general and administrative matters and capital expenditures. We may also use a portion of the net proceeds to acquire, invest in, or obtain rights to complementary technologies, solutions or businesses. Until we use the net proceeds of this offering, we plan to invest them, and these investments may not yield a favorable rate of return. If we do not invest or apply the net proceeds of this offering in ways that enhance shareholder value, we may fail to achieve expected financial results, which could cause our share price to decline.

Your rights as a shareholder will be governed by Irish law and differ from the rights of shareholders under U.S. law.

Following the completion of this offering, we will be a public limited company incorporated under the laws of Ireland. Therefore, the rights of holders of ordinary shares are governed by Irish law and by our memorandum of association and articles of association. These rights differ from the typical rights of shareholders in U.S. corporations. In certain cases, facts that, under U.S. law, would entitle a shareholder in a U.S. corporation to claim damages may not give rise to a cause of action under Irish law entitling a shareholder in an Irish

company to claim damages. For example, the rights of shareholders to bring proceedings against us or against our directors or officers in relation to public statements are more limited under Irish law than the civil liability provisions of the U.S. securities laws.

You may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the United States, liabilities under the U.S. securities laws. In particular, if you sought to bring proceedings in Ireland based on U.S. securities laws, the Irish court might consider:

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that it did not have jurisdiction;

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that it was not the appropriate forum for such proceedings;

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that, applying Irish conflict of laws rules, U.S. law (including U.S. securities laws) did not apply to the relationship between you and us or our directors and officers; or

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that the U.S. securities laws were of a public or penal nature and should not be enforced by the Irish court.

You should also be aware that Irish law does not allow for any form of legal proceedings directly equivalent to the class action available in U.S. courts.

For further information with respect to your rights as a holder of our ordinary shares, see “Description of share capital.”

You may have difficulty in effecting service of process within the United States or enforcing judgments obtained in the United States.

We and several members of our senior management and board of directors are residents of countries other than the United States. As a result, it may not be possible for you to:

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effect service of process within the United States upon certain members of our senior management and board of directors and certain of the experts named in this prospectus or on us; or

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obtain discovery of relevant documents and/or the testimony of witnesses.

You may also have difficulties enforcing in courts outside the United States judgments obtained in the U.S. courts against any members of our senior management and board of directors and certain of the experts named in this prospectus or us (including actions under the civil liability provisions of the U.S. securities laws). In particular, there is doubt as to the enforceability in Ireland of U.S. civil judgments predicated purely on U.S. securities laws.

In any event, there is no system of reciprocal enforcement in Ireland of judgments obtained in the U.S. courts.

Accordingly, a judgment against any of those persons or us may only be enforced in Ireland by the commencement of a new action before the Irish court based on the judgment of the U.S. court. Summary judgment against any of those persons or us, as the case may be, may be granted by the Irish court without requiring the issues in the U.S. litigation to be reopened on the basis that those matters have already been decided by the U.S. court provided that the Irish court is satisfied that:

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the judgment is final and conclusive;

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the U.S. court had jurisdiction to determine the claim(s) (which is a matter of Irish law);

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the U.S. judgment is not impeachable for fraud and is not contrary to Irish rules of natural or substantial justice;

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the enforcement of the judgment will not be contrary to public policy or statute in Ireland;

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the judgment is for a definite sum of money;

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the Irish proceedings were commenced within the relevant limitation period;

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the judgment is not directly or indirectly for the payment of taxes or other charges of a like nature or a fine or other penalty (for example, punitive or exemplary damages);

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the judgment remains valid and enforceable in the court in which it was obtained unless and until it is set aside; and

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before the date on which the U.S. court gave judgment, the issues in question had not been the subject of a final judgment of an Irish court or of a court of another jurisdiction whose judgment is enforceable in Ireland.

Our failure to raise additional capital or generate the cash flows necessary to expand our operations and invest in our business could reduce our ability to compete successfully.

Based on our current operating plan, in the absence of this offering, we believe our existing cash and cash equivalents combined with our future cash generated from operations will be sufficient to meet our working capital and capital expenditure needs for at least the next 18 months. We may, however, need, or could elect to seek, additional financing at any time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. If we need to raise additional funds, we may not be able to obtain debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests, the newly-issued securities may have rights, preferences or privileges senior to those of existing shareholders, including those acquiring ordinary shares in this offering and the per share 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 and force us to maintain specified liquidity or other ratios that limit the operating flexibility of our business and would also require us to incur interest expense. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

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develop or enhance our solution;

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continue to expand our development, sales and marketing teams;

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acquire complementary technologies, products, or businesses;

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expand our operations in the United States or internationally;

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hire, train and retain employees;

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respond to competitive pressures or unanticipated working capital requirements; or

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continue our operations.

If adequate funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our solution, or otherwise respond to competitive pressures could be significantly limited.

Our directors, executive officers and principal shareholders will continue to have substantial control over us after this offering and could delay or prevent a change in corporate control.

Immediately following the completion of this offering, our directors, executive officers and holders of more than 5% of our ordinary shares prior to this offering, together with their affiliates, will beneficially own, in the aggregate, approximately % of our outstanding ordinary shares, assuming no exercise of the underwriters’ option to acquire additional ordinary shares in this offering. As a result, these shareholders, acting together, may have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets. In addition, these shareholders, acting together, may have the ability to control or influence the management and our affairs through their ability to elect directors. These holders acquired their shares for substantially less than the price of the shares being acquired in this offering, and these holders may have interests, with respect to their shares, that are different from those of investors in this offering and the concentration of voting power among these holders may have an adverse effect on our share price. In addition, this concentration of ownership might harm the market price of our ordinary shares by:

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delaying, deferring or preventing a change of control of us;

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impeding a merger, consolidation, takeover or other business combination involving us; or

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discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

Please see “Principal and selling shareholders” in this prospectus for more information regarding the ownership of our outstanding ordinary shares by our executive officers and directors, together with their affiliates.

Our ability to pay dividends, or repurchase or redeem our ordinary shares, is limited by law and contract and is dependent on the availability of distributable reserves and the prior written consent of certain parties and, therefore, you may never receive dividends on our ordinary shares and we may never be able to repurchase or redeem our shares.

As a matter of Irish law, we can only pay dividends to the extent that we have distributable reserves and, for cash dividends, cash resources available for this purpose. In addition, we can only repurchase or redeem our shares to the extent that we have either distributable reserves or the proceeds of a new issue of shares as well as, in the case of a redemption or repurchase for cash, cash resources available for this purpose. Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves generally mean accumulated realized profits less accumulated realized losses and include reserves created by way of capital reduction. Upon completion of this offering, we may not have sufficient distributable reserves available to pay dividends. Additionally, our ability to pay dividends and our ability to repurchase or redeem our ordinary shares is restricted by our need to obtain shareholder approval. We do not currently intend to pay dividends on, repurchase or redeem our ordinary shares, and we intend to retain any future earnings to finance the operations of our business. You may never receive any dividends on our ordinary shares and we may never be able to repurchase or redeem our ordinary shares. For a discussion of our dividend policy, see “Dividend policy.”

Our existing shareholders may be entitled to preemptive rights under Irish law, which could limit our ability to raise funds through future issuances of our ordinary shares.

Subject to specified exceptions, including the opt-out described in our amended and restated articles of association, Irish law grants statutory preemptive rights to existing shareholders to subscribe for new issuances of shares for cash. The opt-out described in our amended and restated articles of association

must be renewed every five years by a resolution approved by not less than 75% of the votes of our shareholders cast at a general meeting. We expect that we will seek renewal of the opt-out at an annual general meeting within five years from the date our articles of association are adopted in substantially the form attached as Exhibit 3.1. However, we cannot guarantee that the opt-out of preemptive rights will always be approved. If this opt-out is not renewed, it can make our equity fundraising more cumbersome, costly and time consuming.

Irish law could prevent a takeover that shareholders consider favorable and could also reduce the market price of our shares.

Irish law could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for our ordinary shares and result in the market price of our ordinary shares being lower than it would be without these provisions. For a description of certain takeover provisions applicable to us, see “Description of share capital—Takeover provisions” and “Description of share capital—Acquisitions.”

A future transfer of your ordinary shares, other than one effected by means of the transfer of book entry interests in DTC, may be subject to Irish stamp duty.

Transfers of ordinary shares effected by means of the transfer of book entry interests in the Depositary Trust Company, or DTC, should not be subject to Irish stamp duty. It is anticipated that the majority of ordinary shares will be traded through DTC or through brokers who hold such ordinary shares on behalf of customers through DTC. The exemption for transfers of book entry interests in DTC is available because our shares will be traded on a recognized stock exchange in the United States. However, if you hold your ordinary shares as of record rather than beneficially through DTC (or through a broker that holds your ordinary shares through DTC), any transfer of your ordinary shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the ordinary shares acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty to arise could adversely affect the price of our ordinary shares and the liquidity of our ordinary shares.

Special note regarding forward-looking statements

This prospectus, including the sections entitled “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations” and “Business,” contains forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements in this prospectus include, but are not limited to, statements about:

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our ability to regain profitability;

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our competitive position and the effect of competition in our industry;

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our ability to penetrate existing markets and develop new markets for our services;

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our ability to retain or hire qualified accounting and other personnel;

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our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

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our ability to maintain the security and reliability of our systems;

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our estimates with regard to our addressable markets and future performance;

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our estimates regarding our anticipated results of operations, future revenue, capital requirements and our needs for additional financing;

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our plan to continue to reach new clients and provide more robust solutions through bilateral referral and cross selling relationships;

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our use of proceeds from this offering; and

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our goals and strategies.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus.

Market and industry data and forecasts

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, including a white paper by International Data Corporation, or IDC, that we commissioned. In presenting this information, we have also made assumptions based on such data and other similar sources, and on our knowledge of, and our experience to date in, the markets for our solution. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although neither we nor the underwriters have independently verified the accuracy or completeness of any third-party information, we believe the market position, market opportunity and market size information included in this prospectus is reliable. Projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under “Risk factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Use of proceeds

We estimate that the net proceeds to us from the sale of the ordinary shares in this offering will be approximately $ million based upon an assumed initial public offering price of $ per share, the mid-point of the price range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option to purchase additional shares in this offering is exercised in full, we estimate that our net proceeds will be approximately $ million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming 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. Similarly, each increase (decrease) of one million shares in the number of ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $ 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 reasons for this offering are to obtain additional capital, to create a public market for our ordinary shares and to facilitate our future access to public equity markets. We currently have no specific plans for the use of the net proceeds of this offering, or a significant portion thereof. 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, including the funding of our sales and marketing activities and the costs of operating as a public company, as well as further investment in the development of our proprietary technologies. We have not quantified or allocated any specific portion of the net proceeds or range of the net proceeds to any particular purpose, and our management will have the discretion to allocate the proceeds as it determines. We may use a portion of the net proceeds for the acquisition of businesses, products and technologies that we believe are complementary to our own, although we have no agreements or understandings with respect to any acquisition 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 these uses, we intend to invest the net proceeds in high quality, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government, or hold as cash.

Dividend policy

We have never declared or paid any dividends on our ordinary shares. We currently intend to retain any future earnings and do not intend to declare or pay cash dividends on our ordinary shares in the foreseeable future. Any future determination to pay dividends will be, subject to Irish law, at the discretion of our board of directors and subject to shareholder approval, and will depend upon, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements.

Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2013:

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on an actual basis;

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on a pro forma basis to reflect the automatic conversion of all of our outstanding 15,025,000 preferred shares into 15,025,000 ordinary shares, on a 1:1 basis, upon the closing of this offering; and

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on a pro forma as adjusted basis to reflect (i) the pro forma adjustments described above, (ii) the effectiveness of our amended and restated articles of association, which will be in effect upon completion of this offering and (iii) the sale by us of ordinary shares offered by this prospectus at the assumed initial public offering price of $ per share, which is the mid-point of the estimated price range shown on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read the following table together with “Management’s discussion and analysis of financial condition and results of operations,” “Description of share capital,” and the consolidated financial statements and related notes appearing elsewhere in this prospectus.


December 31, 2013 (in thousands, except share and per share data)	Actual			Pro forma			Pro forma as adjusted

Cash and cash equivalents	$	17,636		$	17,636		$

Redeemable convertible preferred shares, €0.00002 par value; 5,000,000,000 shares authorized, actual and pro forma; 15,025,000 shares issued and outstanding, actual and pro forma; No shares authorized, issued or outstanding, pro forma as adjusted	$	14,473		$	—
Shareholders’ (deficit) equity:
Deferred shares, No shares authorized, issued or outstanding, actual and pro forma; €1.00 par value, pro forma as adjusted; shares authorized and no shares issued and outstanding, pro forma as adjusted		—			—
Ordinary shares, €0.00002 par value, actual and pro forma; 5,000,000,000 shares authorized, actual and pro forma; 9,043,045 shares issued, actual; 24,068,045 shares issued, pro forma; $0.01 par value pro forma as adjusted; shares authorized, pro forma as adjusted; shares issued and outstanding, pro forma as adjusted		—			—
Preferred shares, No shares authorized, issued or outstanding, actual and pro forma; $0.01 par value, pro forma as adjusted; shares authorized and no shares issued and outstanding, pro forma as adjusted		—			—
Additional paid-in capital		956			15,429
Treasury shares, at cost; 149,705 shares		(2,500	)		(2,500	)
Accumulated other comprehensive income		898			898
Accumulated deficit		(31,212	)		(31,212	)

Total shareholders’ (deficit) equity		(31,858	)		(17,385	)

Total capitalization	$	(17,385	)	$	(17,385	)	$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the mid-point of the estimated price range shown on the cover page of this prospectus, would increase (decrease) the amount of cash and cash equivalents, additional paid-in capital, total shareholders’ (deficit) equity and total capitalization by approximately $ million, assuming 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. 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.

The actual, pro forma and pro forma as adjusted information set forth in the table excludes (a) 1,012,110 ordinary shares issuable upon the exercise of share options outstanding as of December 31, 2013 with a weighted-average exercise price of $3.20 per share, which will remain outstanding after this offering, unless earlier exercised, (b) 354,185 ordinary shares reserved for future issuance under our 2012 Plan as of December 31, 2013, (c) an additional 1,053,450 ordinary shares reserved for future issuance under our 2012 Plan upon effectiveness of this registration statement to which this prospectus is a part ; (d) share option grants and grants of restricted share units covering a total of 798,075 shares to certain employees, to be effective upon and subject to the closing of this offering (with the exercise price of such option grants being equal to the initial public offering price set forth on the cover page of this prospectus); and (e) 350,000 ordinary shares reserved for future issuance under our 2014 Employee Share Purchase Plan upon effectiveness of this registration statement to which this prospectus is a part.

Dilution

If you invest in our ordinary shares in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of our ordinary shares and the pro forma net tangible book value per share of our ordinary shares immediately after this offering.

The net tangible book value of our ordinary shares as of December 31, 2013 was a deficit of $17.4 million, or $1.95 per share. Net tangible book value per share represents our total tangible assets less our total tangible liabilities, divided by the number of ordinary shares outstanding before giving effect to the conversion of all outstanding redeemable convertible preferred shares into ordinary shares upon the completion of this offering. The pro forma net tangible book value of our ordinary shares as of December 31, 2013 was a deficit of $17.4 million, or $0.73 per share. Pro forma net tangible book value per share gives effect to the conversion of all outstanding preferred shares into ordinary shares upon the closing of 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 net tangible book value per share of our ordinary shares immediately after the completion of this offering. After giving effect to (a) the pro forma adjustments described above and (b) our sale of ordinary shares in this offering at an assumed initial public offering price of $ per share, which is the mid-point of the estimated 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, our pro forma as adjusted net tangible book value as of December 31, 2013 would have been $ per share. This represents an immediate increase in net tangible book value of $ per share to existing shareholders and an immediate dilution in net tangible book value of $ per share to purchasers of ordinary shares in this offering, as illustrated in the following table:



Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of December 31, 2013	$
Increase per share attributable to new investors

Pro forma as adjusted net tangible book value per share as of December 31, 2013 after giving effect to the offering		$

Dilution per share to new investors		$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the pro forma as adjusted net tangible book value by $ per share and the dilution to new investors by $ per share, assuming 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. If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per ordinary share would be $ per share, and the dilution in pro forma net tangible book value per share to investors in this offering would be $ per share.

The following table summarizes, on a pro forma basis, as of December 31, 2013, the difference between the number of ordinary shares purchased from us, the total consideration paid to us and the average price per share paid by existing shareholders and by new investors at an assumed initial public offering price of

$ per share, the mid-point of the price range set forth on the cover of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Shares purchased

Total consideration

Average price
per share

Number

Percent

Amount

Percent

Existing shareholders

New investors

Total

100.0%

The above discussion and tables exclude:

•

1,012,110 ordinary shares issuable upon the exercise of share options outstanding as of December 31, 2013, with a weighted-average exercise price of $3.20 per share;

•

354,185 ordinary shares reserved for future issuance under our 2012 Plan as of December 31, 2013;

•

an additional 1,053,450 ordinary shares reserved for future issuance under our 2012 Plan upon effectiveness of this registration statement to which this prospectus is a part;

•

350,000 ordinary shares reserved for future issuance under our 2014 Employee Share Purchase Plan upon effectiveness of this registration statement to which this prospectus is a part.

Sales by selling shareholders in this offering will reduce the number of ordinary shares held by existing shareholders to approximately % of the total number of ordinary shares outstanding after this offering and will increase the number of ordinary shares held by new investors to approximately % of the total number of ordinary shares outstanding after this offering.

To the extent that outstanding options are exercised, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our shareholders.

Selected consolidated financial data

You should read the following selected historical consolidated financial data below together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus.

The consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and the consolidated balance sheet data as of December 31, 2012 and 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the years ended December 31, 2009 and 2010 and the consolidated balance sheet data as of December 31, 2010 and 2011 are derived from our audited consolidated financial statements not included in this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.



	Year ended December 31,
(in thousands, except per share data)	2009			2010			2011			2012			2013


Consolidated statements of operations data
Revenue
Redemption revenue	$	65,239		$	90,991		$	123,015		$	141,136		$	167,841
Solution and services revenue		7,817			9,019			12,790			16,555			18,956

Total revenue		73,056			100,010			135,805			157,691			186,797

Expenses
Cost of redemption revenue		56,584			77,872			106,827			123,240			145,515
Cost of solution and services revenue		1,148			1,475			2,025			2,586			3,209
Operations		2,573			2,562			3,363			3,735			4,367
Research and development		3,025			4,177			8,933			9,285			10,160
Sales and marketing		6,178			7,805			11,097			16,862			21,924
General and administrative		2,247			2,578			3,241			4,186			6,198

Total expenses		71,755			96,469			135,486			159,894			191,373

Income (loss) from operations		1,301			3,541			319			(2,203	)		(4,576	)
Other (expense) income, net		(376	)		(215	)		(827	)		828			(1,317	)

Income (loss) before income taxes		925			3,326			(508	)		(1,375	)		(5,893	)
Provision for income taxes		194			230			296			461			655

Net income (loss)		731			3,096			(804	)		(1,836	)		(6,548	)
Net income (loss) attributable to participating securities		731			2,406			—			—			—

Net income (loss) attributable to ordinary shareholders	$	—		$	690		$	(804	)	$	(1,836	)	$	(6,548	)

Net income (loss) per share attributable to ordinary shareholders
Basic	$	—		$	0.08		$	(0.09	)	$	(0.21	)	$	(0.74	)

Diluted	$	—		$	0.08		$	(0.09	)	$	(0.21	)	$	(0.74	)

Weighted-average number of ordinary shares used in computing net income (loss) per share attributable to ordinary shareholders
Basic		8,665			8,711			8,741			8,754			8,815

Diluted		8,665			9,353			8,741			8,754			8,815

Pro forma net loss per share attributable to ordinary shareholders—basic and diluted(1)													$	(0.24	)
Weighted-average number of ordinary shares used in computing pro forma net loss per share attributable to ordinary shareholders—basic and diluted(1)														23,789

(1)


	As of December 31,
(in thousands)	2010			2011			2012			2013


Consolidated balance sheet data
Cash and cash equivalents	$	14,012		$	19,331		$	20,078		$	17,636
Property and equipment, net		1,283			1,710			2,420			3,819
Working capital (deficit)(1)		(7,245	)		(9,892	)		(16,022	)		(27,602	)
Total assets		45,790			58,098			65,382			78,280
Deferred revenue(2)		42,361			53,154			60,337			78,128
Current and long-term debt		351			219			95			—
Warrants to purchase redeemable convertible preferred shares		391			1,195			476			—
Redeemable convertible preferred shares		13,095			13,095			13,095			14,473
Total shareholders’ deficit		(19,622	)		(22,384	)		(23,878	)		(31,858	)

(1)

We define working capital as current assets less current liabilities.

(2)

The change in deferred revenue was $2,694, $10,802, $10,793, $7,183 and $17,791 for the years ended December 31, 2009, 2010, 2011, 2012 and 2013, respectively.

Free cash flow

We believe that free cash flow is a key indicator of our operating results. Presented below is a reconciliation of our free cash flow to the most directly comparable GAAP measure, net cash provided by (used in) operating activities. For further explanation of our management’s use of this measure and limitations of its use, please see “Summary consolidated financial data–Free cash flow.”



	Year ended December 31,
(in thousands)	2009			2010			2011			2012			2013

Net cash provided by operating activities	$	3,812		$	5,795		$	8,260		$	4,352		$	3,658
Less purchases of property and equipment		(54	)		(1,177	)		(857	)		(1,225	)		(1,662	)

Free cash flow	$	3,758		$	4,618		$	7,403		$	3,127		$	1,996

Management’s discussion and analysis of financial condition and results of operations

The following discussion and analysis of our financial condition and results of operations should be read together with our “Selected consolidated financial data” and our consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed above in the section entitled “Risk factors.” Dollars in tabular formats are presented in thousands, except per share data or as otherwise indicated.

Company overview

We are a leading provider of a cloud-based, social recognition software solution that organizations use to engage their employees worldwide to create alignment with values and advance company goals and culture. We achieved this leadership position through our innovative technologies, our ability to deliver a comprehensive solution to large, multinational firms, and our experience operating in the social recognition industry. Our Software-as-a-Service, or SaaS, platform enables employee-to-employee recognition that is broadcast socially and made visible throughout the organization. We grant our clients the right to access our SaaS platform over the term of their agreements to administer their recognition programs, including the issuance of recognition awards to their employees. Our clients leverage the widespread employee adoption of our solution to elevate recognition to a strategic business imperative that drives business results. In addition, the interactions between employees using our social recognition solution generate data that provides our clients with deep management insights about their talent and culture. Our growth has been driven by our clients’ ability to use our solution to increase employee engagement, improve employee retention and strengthen company culture.

We started operations in 1999, and our headquarters are in Dublin, Ireland. Our social recognition solution has been successfully adopted in complex environments throughout the world. As of December 31, 2013, our client base consisted of more than 100 companies, with more than 1.9 million users located in more than 140 countries using our solution in 29 languages and dialects. We had 240 employees as of December 31, 2013.

We have historically experienced seasonal variations in our revenues as a result of increased recognition award issuances and redemptions in the fourth calendar quarter. As a result, revenue in the fourth quarter is generally higher than in other quarters. We generally expect this seasonal trend to continue into the future, which may cause quarterly fluctuations in our results of operations and certain key metrics. Historically, we focused on the most complex and large global organizations. More recently, we have expanded our sales efforts to companies with an employee base of 2,500 or more who have corporate human resources, or HR, functions located in North America. We have recently hired additional salespeople

to target these organizations. We have generated the majority of our revenue from several large clients, with our top client representing 35%, 32% and 31% of our total revenue for the years ended December 31, 2011, 2012 and 2013, respectively.

We believe that the growth of our business is dependent on many factors, including our ability to expand our customer base, increase adoption of our solution within existing clients and continue to invest in product innovation. To date, we have derived significant revenue from a relatively small number of large clients. We have the opportunity to increase the use of our solution within these existing clients, for example, through product innovation or an increase in the number of employees able to issue awards, however, the loss of any of these key clients or a reduction in the use of our solution by any of these clients could have a significant negative impact on our revenue and results of operations. The expansion of our sales efforts targeting smaller sized organizations provides significant opportunity for us to expand our customer base; however, there are risks as we seek to target and support these customers in a cost efficient manner. See “Risk Factors – Risks related to our business and industry – If our efforts to attract new clients are not successful, our revenue growth will be adversely affected.”

We have experienced significant revenue increases in recent periods. Our total revenue has grown from $135.8 million in 2011 to $157.7 million in 2012 and to $186.8 in 2013. This growth mainly resulted from the increased issuance and redemption of recognition awards by the employees of existing clients along with new client additions. For the years ended December 31, 2011, 2012 and 2013, our total revenue derived outside the United States was 40%, 41% and 41%, respectively.

We intend to continue our focus on product innovation and investing for long-term growth. This will result in increased investment in technology development and direct sales and marketing personnel to expand our client base and increase revenue from existing clients.

Key metrics

In addition to traditional financial metrics, we monitor the ongoing operation of our business using a number of financially and non-financially derived metrics that are not included in our consolidated financial statements, including the following:

•

Number of billable awards

•

Free cash flow

•

Billings retention rate

Number of billable awards

We believe that the number of billable awards is a key indicator of our revenue and the client adoption of our social recognition solution and growth in our business. An increase in the number of billable awards will drive additional billings as clients process additional awards through our solution and incur associated transaction fees. Our redemption revenue, which historically accounts for the vast majority of our total revenue each year, is derived from billable awards that have been redeemed for items on our global e-commerce rewards network. The number of billable awards in the years ended December 31, 2011, 2012 and 2013 was approximately 1.3 million, 1.4 million and 1.8 million, respectively.

Free cash flow

We believe that free cash flow is a key indicator of our operating results. We calculate free cash flow as net cash provided by (used in) operating activities, less purchases of property and equipment. For further explanation of our management’s use of this measure, limitations of its use, and a reconciliation of our free cash flow to the most directly comparable GAAP measure, net cash provided by (used in) operating activities, please see “Summary consolidated financial data—Free cash flow.” Free cash flow was approximately $7.4 million, $3.1 million and $2.0 million the years ended December 31, 2011, 2012 and 2013, respectively.

Billings retention rate

We believe that our ability to retain clients is an indicator of the stability of our revenue base and the long-term value of our client relationships. We assess our performance in this area using a metric we refer to as our billings retention rate. We measure our billings retention rate by assessing, on a dollar basis, the amounts billed for awards issued and the related transaction fees for the same client in a given period versus the prior year period. Our retained clients have increased their award issuance in the aggregate year over year, resulting in an overall billings retention rate over 100% for the years ended December 31, 2011, 2012 and 2013.

Components of consolidated statements of operations

Revenue

We derive our revenue from contractual agreements for the delivery of our social recognition solution. We grant our clients rights to access our SaaS platform over the term of their agreements to administer their recognition programs, including the issuance of recognition awards to their employees. We primarily invoice our clients in U.S. dollars even though their employees are located around the world. The delivery of our social recognition solution includes various activities such as website configuration, hosting, upgrades, software functionality for award processing and call-center support. Our social recognition solution also includes the supply of gift cards and other e-commerce items selected from our global e-commerce rewards network. Additionally, in certain cases, the agreements may include other professional services. As discussed further in “Critical accounting policies and estimates – Revenue recognition” below, our revenue is comprised of the following:

Redemption revenue

Redemption revenue is primarily derived from the supply of gift cards from our global e-commerce rewards network. The award amount and related shipping fees are recognized as revenue after an award is redeemed and the e-commerce item is delivered to the recipient. If an award is not redeemed, we recognize revenue when the likelihood of its redemption becomes remote, which we have determined to be three years after its original issuance.

Solution and services revenue

Solution and services revenue is primarily derived from the transaction fees associated with recognition award issuances. The social recognition solution is available to clients throughout their contractual period and is presumed to be delivered ratably over the service period. Accordingly, we recognize contract consideration allocable to the social recognition solution on a straight-line basis over the estimated service period based on the lesser of the straight-line amount or the amount that has become fixed or determinable at the end of the accounting period. The estimated service period includes both the stated contractual

period plus a typical wind-down period of six months to allow for the redemption of awards after the end of a contract. In addition, solution and services revenue consists of consulting services, implementation and other fees. These services are typically priced on a fixed fee basis with a portion due upon contract signing and the remainder due when the related services have been completed.

Expenses

Cost of redemption revenue

Cost of redemption revenue primarily consists of costs of gift cards from suppliers, inbound freight, outbound shipping charges, warranty costs and related packaging supplies. We typically purchase gift cards in the supplier’s local currency, and the cost of similarly denominated gift cards varies by supplier. As a result, our cost of redemption revenue as a percentage of redemption revenue will fluctuate based on the mix of supplier gift cards that are selected when a client’s employee redeems his or her award. It will also fluctuate depending on the change in the exchange rate of the currency in which we purchased the inventory from the supplier to the U.S. dollar from the time of client invoicing to its eventual redemption and reduction in our inventory. We currently expect our cost of redemption revenue to increase in absolute dollars as our redemption revenue increases. Cost of redemption revenue as a percentage of redemption revenue may fluctuate, but over time, we expect it to eventually decrease as we add clients with expanded redemption options that are also accompanied by higher redemption award amounts required relative to the cost of the redeemed item.

Cost of solution and services revenue

Cost of solution and services revenue primarily consists of personnel and related costs, hosting costs, third-party costs, depreciation and allocated overhead. Our cost of solution and services revenue is expensed as costs are incurred while the related revenue is recognized as noted above. Therefore, costs are not always expensed in the same period as revenue is recognized. We currently expect our cost of solution and services revenue to increase in absolute dollars over time.

Operations

Operations expenses consist primarily of personnel and related costs incurred in operating and staffing our fulfillment and customer service centers. These costs include amounts paid to third parties that assist us in fulfillment and customer service operations, allocated overhead and depreciation expense. We expect operations expense to increase in absolute dollars, but, over time, to eventually decrease as a percentage of total revenue.

Research and development

Research and development expenses consist primarily of personnel and related costs, third-party contractors, depreciation and allocated overhead. Research and development costs are expensed as incurred. We have focused our efforts on developing new versions of our social recognition solution 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 currently expect research and development expenses to increase in absolute dollars. Research and development expenses as a percentage of total revenue may fluctuate, but over time, we expect it to eventually decrease as a percentage of total revenue.

Sales and marketing

Sales and marketing expenses consist primarily of personnel and related costs for our sales and marketing staff, including salaries, benefits, incentive compensation, commissions and travel costs, in addition to costs associated with marketing and promotional events, corporate communications, advertising, other brand building and product marketing expenses and allocated overhead.

We intend to continue to invest in sales and marketing and increase the number of sales representatives to add new clients and expand the reach of our social recognition solution within our existing clients, build brand awareness and sponsor additional marketing events. Accordingly, we currently expect sales and marketing expenses in future periods to increase in absolute dollars but, over time, to eventually decrease as a percentage of total revenue.

General and administrative

General and administrative expenses consist primarily of personnel and related expenses for administrative, finance, information technology, legal and human resources staff, in addition to the costs associated with professional fees, travel expenses, other corporate expenses and allocated overhead. 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 to meet the compliance requirements of operating as a public company. However, over time, we believe that general and administrative expenses as a percentage of total revenue will eventually decrease.

Other income (expense)

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

Interest income (expense), net

Interest income (expense), net, includes interest income earned on our cash and cash equivalents balances. We expect interest income to vary each reporting period depending on our average cash and cash equivalents balances during the period and market interest rates. This amount is offset, in part, by interest expense associated with our previously outstanding equipment term loans.

Other income (expense), net

Other income (expense), net, consists primarily of foreign currency exchange gains and losses and fair value adjustments related to previously outstanding warrants to purchase our redeemable convertible preferred shares. Our foreign currency exchange gains and losses relate to transactions and asset and liability balances denominated in currencies other than the U.S. dollar. The functional currency of the Company and all of its subsidiaries is the U.S. dollar, as the majority of the Company’s financial transactions are denominated in U.S. dollars. Accordingly, all operating assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date or historical rates, as appropriate. Revenue and expenses denominated in foreign currencies are remeasured into U.S. dollars at the average rates in effect during the period. Any differences resulting from the remeasurement of assets, liabilities, and operations are recorded within other income (expense) in the consolidated statements of operations and comprehensive income (loss). We expect our foreign currency exchange gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates.

The previously outstanding warrants to purchase our redeemable convertible preferred shares were classified as a liability on our consolidated balance sheets and were remeasured to fair value at each balance sheet date, with the corresponding gain or loss from the adjustment recorded in other income (expense), net, until they were exercised on August 1, 2013.

Provision for income taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our taxes in each of the jurisdictions in which we operate. 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. As of December 31, 2013, we had Irish net operating loss carryforwards of approximately $30.7 million and Irish research credit carryforwards available of approximately $0.8 million. These Irish net operating loss and research credit carryforwards do not expire. Based upon our historical and forecasted future Irish losses, we have provided a full valuation allowance against our Irish net deferred tax assets at December 31, 2012 and 2013.

We have U.S. federal and state net operating loss carryforwards available at December 31, 2013 of $5.8 million and $3.6 million, respectively. These amounts were not recorded as tax assets as these net operating losses relate to excess share-based compensation deductions that may not be recorded as tax assets under generally accepted accounting principles until the amounts have been utilized to reduce our tax liability. To the extent these assets are used to reduce future taxes, the benefit will be recorded as an equity adjustment to additional paid-in capital. The federal net operating losses begin expiring in 2033 and the state net operating losses begin expiring in 2023.

JOBS Act

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,” 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.

Critical accounting policies and estimates

Our consolidated financial statements and the related notes thereto included elsewhere in this prospectus are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these 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 are believed to be reasonable under the circumstances, 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 the following significant accounting policies, which are more fully described in the notes to our consolidated financial statements included elsewhere in this prospectus, 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 financial condition and results of operations.

Revenue recognition

We derive our revenue primarily from contractual agreements for the delivery of our social recognition solution. We grant our clients rights to access our SaaS platform over the term of their agreements to administer their recognition programs, including the issuance of recognition awards to their employees. Our social recognition solution also provides the recipient of the award, who is an employee of our client, the ability to redeem the award using our global e-commerce rewards network. The majority of our revenue is recognized when our clients’ employees redeem their awards and we deliver the e-commerce item.

We recognize revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been provided to the client; (3) the amount of fees to be paid by the client is fixed or determinable; and (4) collectability is reasonably assured.

Our agreements include multiple deliverables, which comprise the delivery of the overall solution provided to our clients. The delivery of this solution includes various activities such as website configuration, hosting, upgrades, software functionality for award processing and call-center support, which represents one deliverable, or the Social Recognition Solution. The supply of gift cards and other e-commerce items selected from our global e-commerce rewards network represents a separate deliverable, or the Redemption of Rewards, and is presented as redemption revenue in our consolidated statements of operations and comprehensive income (loss). Additionally, in certain cases, the agreements may include other professional services.

Clients do not have the right to take possession of our software during the hosting arrangement. Thus, we recognize revenue in accordance with Accounting Standards Codification (ASC) 605, Revenue Recognition. Additionally, in accordance with the provisions of ASC 605-45, we have considered certain factors, specifically, the inventory risk borne by us (both general inventory risk and the risk of physical loss),

the latitude in pricing, the discretion in supplier selection, the credit risk borne by us and the customer service functions performed by us related to the supply of gift cards and other e-commerce items, and we have determined that we are acting as the principal in the majority of our transactions and, as such, revenue for these transactions is presented in our consolidated statements of operations and comprehensive income (loss) based upon the gross amount billed to the client. For transactions where we have determined that we are not acting as the principal, which is primarily due to the lack of inventory risk for the e-commerce item redeemed, revenue is presented on a net basis.

In accordance with ASC 605-25, Revenue Recognition, Multiple-element arrangements, in order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have stand-alone value upon delivery. In determining whether the elements in the arrangements have stand-alone value, we have considered the availability of the services included in the Social Recognition Solution and the Redemption of Rewards from other vendors and the nature of the products and services. To date, we have concluded that both of these deliverables have stand-alone value.

In accordance with ASC 605-25, the total estimated arrangement consideration is allocated at the inception of the arrangement to the identified separate units of accounting based on a relative selling price allocation. We determine the relative selling price for a deliverable based on its vendor-specific objective evidence of fair value, or VSOE, if available, or its best estimate of selling price, or BESP, if VSOE is not available.

We have not established VSOE for our offerings to date as the Social Recognition Solution has historically been sold in conjunction with the Redemption of Rewards. Additionally, we have determined that third-party evidence of selling price, or TPE, is not a practical alternative due to differences in its service offerings compared to other parties and the unavailability of relevant third party pricing information. Accordingly, we use our BESP to determine the relative selling price. We determine BESP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, the geographic area where services are sold, price lists, our go-to-market strategy, historic contractually stated prices and prior relationships with certain classes of our clients.

The determination of BESP is made through consultation with and approval by our management, taking into consideration the go-to-market strategy. As our go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes in selling prices. We plan to analyze the selling prices used in our allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices will be analyzed on a more frequent basis if a significant change in our business necessitates a more timely analysis or if we experience significant variances in our selling prices.

The Social Recognition Solution is available to our clients throughout the term of the contractual agreement and is presumed to be delivered ratably over the estimated service period. The estimated service period includes both the stated term of the contractual agreement plus a typical wind-down period of six months to allow for the redemption of outstanding awards after the end of a contract. Accordingly, we recognize arrangement consideration allocable to the Social Recognition Solution on a straight-line basis over the estimated service period based on the lesser of the straight-line amount, or the amount that has become fixed or determinable at the end of the accounting period based upon amounts invoiced to date. Each accounting period we review, and if necessary, adjust the estimated total arrangement consideration to be received under a client arrangement over the contractual term and, accordingly, adjust the amount recognized for the Social Recognition Solution under the contract based on changes in the estimated total arrangement consideration. The arrangement consideration allocable to the Redemption of Rewards is recognized as revenue after an award is redeemed and the e-commerce item is delivered to the recipient. If an award is not redeemed, we recognize revenue when the likelihood of its redemption becomes remote, which we have determined to be three years after its original issuance based upon an analysis of historical actual redemption data. Breakage amounts are subject to the

consideration of the relevant jurisdictional escheatment regulations. We recognized redemption revenue related to breakage of $3.6 million, $3.2 million and $4.5 million for the years ended December 31, 2011, 2012 and 2013, respectively.

We typically invoice our clients monthly for the recognition awards processed through our solution and the associated transaction fees. We record amounts that have been invoiced to clients in accounts receivable and in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met.

Deferred revenue includes amounts billed to clients, for which revenue has not been recognized, and primarily consists of the value of awards that have not been redeemed and the unearned portion of the Social Recognition Solution fees. Amounts in deferred revenue related to the Redemption of Rewards are classified as a current liability, as the amounts are subject to immediate redemption by our client’s employees.

Professional and other services sold on a stand-alone basis are recognized as the services are performed under the proportionate performance method to the extent that we can adequately track time incurred and can reasonably estimate efforts to complete the project. If adequate documentation does not exist, revenue recognition is deferred until the contract is completed. If there is a significant uncertainty about the project completion or receipt of payment for the consulting services, revenues are deferred until the uncertainty is resolved. If acceptance provisions exist within a professional services arrangement, revenues are deferred until client acceptance occurs. Professional and other services revenue recognized is included in solution and services revenue in the consolidated statements of operations and comprehensive income (loss).

We occasionally offer sales rebates to certain clients based on the volume of awards issued. We treat sales rebates as a reduction of revenue and classify the corresponding liability as current. We estimate sales rebates when there is sufficient historical information available to predict the volume of expected future rebates. If we are unable to estimate the expected rebates reasonably, the maximum rebate percentage offered is recorded as a liability.

Shipping and handling fees billed to clients are recognized as redemption revenue and the related costs are recognized in cost of redemption revenue.

Revenue is presented net of any taxes collected from our clients. We offer a standard limited warranty on our services to replace any item that is lost during shipment. We estimate the costs we may incur under the warranty program based on the number of units sold, historical and anticipated rates of warranty claims and cost per claim and record a liability equal to these estimated costs as cost of redemption revenue at the time the sale occurs. We assess the adequacy of the recorded warranty liability on a quarterly basis and adjust the amount as necessary. To date, the warranty liability has not been significant.

Income taxes

We are subject to income tax in Ireland, the United States and other international jurisdictions, and we use estimates in determining our provision for income taxes. We account for income taxes under the asset and liability method for accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using statutory rates. This process requires us to project our current tax liability and estimate our deferred tax assets and liabilities, including net operating losses and tax credit carryforwards. In assessing the need for a valuation allowance, we considered our recent operating results, future taxable income projections and prudent and feasible tax planning strategies.

We account for uncertain tax positions recognized in the consolidated financial statements by prescribing a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Accounting for share-based compensation arrangements

Accounting guidance requires employee share-based payments to be accounted for under the fair value method. Under this method, we are required to record compensation cost based on the estimated fair value of share-based awards granted over the requisite service periods of the individual awards, which generally equals the vesting periods. We use the straight-line amortization method for recognizing share-based compensation expense.

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 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 life assumption is based on the simplified method for estimating the expected term as we do not have sufficient share option exercise experience to support a reasonable estimate of the expected term. 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 the implied yield currently available on U.S. Treasury zero-coupon issues with terms 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 weighted-average assumptions for expected dividend yield, expected volatility, average risk-free interest rate and expected life, for the year ended December 31, 2012 are presented in the following table:


	Year ended December 31, 2012
	Year ended December 31, 2012

Expected dividend yield		—
Expected volatility		51%
Average risk-free interest rate		0.68%
Expected term (in years)		4.75

The Company did not grant any share options during the year ended December 31, 2013.

The fair value of our ordinary shares was determined by our board of directors, which intended all share-based awards granted to be done so at a price per share not less than the per share fair value of our ordinary shares underlying those awards on the date of grant. Our board of directors determined the fair value of our ordinary shares, with input from management, taking into account our most recently available valuation of ordinary shares and our assessment of additional objective and subjective factors we believe are relevant and may have changed from the date of the most recent contemporaneous valuation through the date of the grant. Because there has been no public market for our ordinary shares and in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, our board of directors determined the fair value of our ordinary shares by considering a number of objective and subjective factors, including the following:

•

our historical financial results and estimated trends and prospects for our future financial performance;

•

the rights, preferences and privileges of our redeemable convertible preferred shares relative to our ordinary shares;

•

our performance and market position relative to our competitors and/or similar publicly traded companies;

•

contemporaneous or other valuations of our ordinary shares performed by an independent valuation specialist;

•

the economic and competitive environment, including the industry in which we operate;

•

the lack of liquidity for our non-publicly traded ordinary shares; and

•

the likelihood of achieving a discrete liquidity event, such as an initial public offering, or IPO.

The following table summarizes share options granted to employees from April 1, 2012 through December 31, 2013:


Grant period (three months ended)	Number of shares underlying options granted		Per share exercise price of options, Euro		Per share exercise price of options(1), USD		Per share fair value of underlying ordinary share(1), USD		Per share estimated fair value of options(1)(2), USD		Aggregate estimated fair value of options (1)(2), (in thousands)

June 30, 2012		310,285	€	4.77	$	6.05	$	6.05	$	2.62	$	814
September 30, 2012		—		—		—		—		—		—
December 31, 2012		212,560	€	4.77	$	6.18	$	6.18	$	2.61	$	556
March 31, 2013		—		—		—		—		—		—
June 30, 2013		—		—		—		—		—		—
September 30, 2013		—		—		—		—		—		—
December 31, 2013		—		—		—		—		—		—

(1)

Converted at the exchange rate as of the date of the grant.

(2)

As described above, the estimated fair value of options was estimated on the date of grant using the Black-Scholes option-pricing model.

Based upon the assumed initial public offering price of $ per share, which is the mid-point of the price range set forth on the cover page of this prospectus, the aggregate intrinsic value of share options outstanding as of December 31, 2013 was $ million, of which $ million related to vested share options and $ million related to unvested share options.

As discussed above, in order to determine the fair value of our ordinary shares underlying share option grants, our board of directors considered numerous objective and subjective factors, including arm’s length transactions in our ordinary shares whenever those transactions were considered contemporaneous with the valuation date of our ordinary shares. If contemporaneous transactions were not available, in addition to considering the objective and subjective factors listed above, our board of directors considered valuations provided by management from an independent third-party valuation specialist. 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, the market approach using the guideline public company method, and the market approach using the guideline transaction method. 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 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 transactions and trading multiples

of 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 guideline company methods are then weighted. Our indicated BEV was allocated to the preferred shares, ordinary shares, warrants and share options, using the option pricing method, or OPM, or the probability weighted expected return method, or PWERM. 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 a put option model.

Significant factors considered by our board of directors in determining the fair value of our ordinary shares at each grant date in the table above are as follows:

June 21, 2012 grants

On June 21, 2012, we granted share options to purchase 310,285 ordinary shares with an exercise price of €4.77 per share. In addition to considering the objective and subjective factors listed above, our board of directors considered the contemporaneous valuation of a minority interest in our ordinary shares as of May 1, 2012 provided by management from an independent third-party valuation specialist. We concluded that it was appropriate to rely on the May 1, 2012 valuation analysis for purposes of the June 21, 2012 grants because there were no significant changes to the business, including our forecasted financial results, and no significant changes to market conditions, between May 1, 2012 and the date of the grants.

The May 1, 2012 contemporaneous valuation took into account the factors described above and used a combination of financial and market-based methodologies to determine our business enterprise value, or BEV. Based on this valuation, the board of directors determined that the fair value of our ordinary share was €4.77 as of May 1, 2012.

The valuation was based on the market approach, specifically the guideline public company method, or the GPCM. The GPCM assumes that businesses operating in the same industry will share similar characteristics and that the subject business’s value will correlate to those characteristics. Therefore, a comparison of the subject business to similar businesses whose financial information and public market value are available may provide a reasonable basis to estimate the subject business’s value. The GPCM provides an estimate of value using multiples derived from, among other things, the share prices of publicly traded companies. In selecting guideline public companies for this analysis, we focused primarily on quantitative considerations, such as financial performance and other quantifiable data, as well as qualitative considerations, such as industry and economic drivers. Our indicated BEV was then allocated to the preferred shares, ordinary shares, warrants and options using the option pricing method, or OPM.

The allocation of value was based on the PWERM, which evaluates the probability of a continued operations scenario and an IPO.

We performed both methodologies as of May 1, 2012, and weighted the methodologies based on the facts and circumstances as of that date. We assigned 60% weighting to the IPO exit price approach because we were considering raising equity capital through a public offering and it was considered probable that this liquidity event would occur in 2013. We applied a 15% discount for lack of marketability to the value of our ordinary shares based on an at the money put option analysis.

November 30, 2012 grants

On November 30, 2012, we granted share options to purchase 212,560 ordinary shares with an exercise price of €4.77 per share, which was determined to be the fair market value of our ordinary shares on the

date of grant, based in part on the contemporaneous third-party valuation as of May 1, 2012, which is discussed above. Our board of directors concluded that it was appropriate to rely on the May 1, 2012 valuation analysis for purposes of the November 30, 2012 grants because there were no significant changes to the business, including our forecasted financial results, and no significant changes to market conditions, between May 1, 2012 and the date of the grants.

January 23, 2014 grants

In January 2014, the compensation committee of the Board of Directors approved share option grants and grants of restricted share units covering a total of 798,075 shares to certain employees, to be effective upon and subject to the closing of this offering. The exercise price of the option grants will be equal to the initial public offering price set forth on the cover page of this prospectus. Of these awards, share option grants and grants of restricted share units covering a total of 308,813 shares were issued to named executive officers, including our chief executive officer. For additional information on these awards see “Executive Compensation—Outstanding equity awards at fiscal year-end table—2013.”

Results of operations

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.



	Year ended December 31,
(in thousands)	2011			2012			2013

Consolidated statements of operations:
Revenue
Redemption revenue	$	123,015		$	141,136		$	167,841
Solution and services revenue		12,790			16,555			18,956

Total revenue		135,805			157,691			186,797

Expenses
Cost of redemption revenue		106,827			123,240			145,515
Cost of solution and services revenue		2,025			2,586			3,209
Operations		3,363			3,735			4,367
Research and development		8,933			9,285			10,160
Sales and marketing		11,097			16,862			21,924
General and administrative		3,241			4,186			6,198

Total expenses		135,486			159,894			191,373

Income (loss) from operations		319			(2,203	)		(4,576	)
Other (expense) income, net		(827	)		828			(1,317	)

Loss before income taxes		(508	)		(1,375	)		(5,893	)
Provision for income taxes		296			461			655

Net loss	$	(804	)	$	(1,836	)	$	(6,548	)

Comparison of Years Ended December 31, 2012 and 2013


	Year ended December 31,
	2012				2013
(in thousands, except for percentages)	Amount		Percentage of total revenue		Amount		Percentage of total revenue		$ Change		% Change

Redemption revenue	$	141,136		90%	$	167,841		90%	$	26,705		19%
Solution and services Revenue		16,555		10		18,956		10		2,401		15

Total revenue	$	157,691		100%	$	186,797		100%	$	29,106		18%

Total revenue increased by $29.1 million, or 18%, from 2012 to 2013. Redemption revenue increased by $26.7 million, or 19%, from 2012 to 2013. This revenue growth was primarily driven by a higher volume of billable awards issued and subsequent redemption of awards by employees of existing clients and volume from new clients added during the last twelve months. The number of billable awards increased from 1.4 million in 2012 to 1.8 million in 2013. In addition, breakage revenue included in redemption revenue increased by $1.3 million, or 39%, in 2013 compared to 2012.

Solution and services revenue increased by $2.4 million, or 15%, from 2012 to 2013. This revenue growth was primarily associated with transaction fees resulting from the increased issuance of awards from new and existing clients.

Expenses


	Year ended December 31,
	2012				2013
(in thousands, except for percentages)	Amount		Percentage of total revenue		Amount		Percentage of total revenue		$ Change		% Change

Cost of redemption revenue	$	123,240		78%	$	145,515		78%	$	22,275		18%
Cost of solution and services revenue		2,586		2		3,209		2		623		24
Operations		3,735		2		4,367		2		632		17
Research and development		9,285		6		10,160		5		875		9
Sales and marketing		16,862		11		21,924		12		5,062		30
General and administrative		4,186		2		6,198		4		2,012		48

Total expenses	$	159,894		101%	$	191,373		102%	$	31,479		20%

Cost of redemption revenue

Cost of redemption revenue increased by $22.3 million, or 18%, from 2012 to 2013. This increase was primarily due to an increase in gift card purchases resulting from the 19% increase in redemption revenue.

Cost of redemption revenue as a percentage of redemption revenue fluctuates based on the mix of supplier gift cards that are selected when a client’s employee redeems his or her award, as the cost of similarly denominated gift cards varies by supplier. It will also fluctuate depending on the change in the exchange rate of the currency in which we purchased the inventory from the supplier to the U.S. dollar from the time of client invoicing to its eventual redemption and reduction in inventory.

Cost of solution and services revenue

Cost of solution and services revenue increased by $0.6 million, or 24%, from 2012 to 2013. The increase was primarily due to increased third-party web-site translation fees of $0.3 million and increased employee related expenses of $0.2 million as we increased our consulting employee headcount by two employees.

Operations

Operations expense increased by $0.6 million, or 17%, from 2012 to 2013. This increase was primarily due to a $0.3 million increase in employee related expenses as we increased our operations headcount by two employees, as well as $0.2 million in increased consulting expense.

Research and development

Research and development expense increased by $0.9 million, or 9%, from 2012 to 2013. This increase was primarily due to a $1.0 million increase in employee related expenses as we increased our research and

development employee headcount by six employees as well as $0.3 million in increased overhead expenses allocated to research and development and $0.1 million in increased travel expense. This increase was partially offset by a $0.4 million decrease in consulting fees as we replaced external contractors with employees and a $0.1 million research and development expense reimbursement received from Enterprise Ireland.

Sales and marketing

Sales and marketing expense increased by $5.1 million, or 30%, from 2012 to 2013. This increase is primarily attributable to the expansion of our headcount within sales and marketing by 20 employees. We added employees within our direct sales, marketing and account management teams, which contributed to $3.8 million of employee related expenses. Additionally, we incurred $0.9 million of increased marketing program expense and $0.6 million of increased travel expense. This increase was partially offset by a $0.3 million decrease in consulting expense.

General and administrative

General and administrative expense increased by $2.0 million, or 48%, from 2012 to 2013. We increased our general and administrative employee headcount by seven employees, which contributed to an increase of employee related expenses of $1.0 million. We also incurred $0.5 million of increased professional fees, $0.2 million of increased share-based compensation expense and $0.1 million of increased travel expense.

Other income (expense), net


	Year ended December 31,
	2012					2013
(in thousands, except for percentages)	Amount			Percentage of total revenue		Amount		Percentage of total revenue		$ Change		% Change

Interest Income	$	68			—%	$	55		—%		(13)		(19)%
Interest Expense		(17	)		—		(13)		—		4		(24)
Foreign exchange gain (loss)		58			—		(590)		—		(648)		NM
Change in the fair value of the warrants		719			1		(769)		(1)		(1,488)		(207)

Other income (expense), net	$	828			1%	$	(1,317)		(1)%		(2,145)		(259)%

Other income (expense), net was $(1.3) million for 2013, as compared to $0.8 million for 2012. The difference year-over-year is primarily a result of a $1.1 million gain recorded on the expiration of warrants to purchase 175,500 redeemable convertible preferred shares in September 2012. The remainder of the change in the fair value of the warrants was due to the increased charge associated with the change in the fair value of the warrants as a result of the increase in the estimated fair value of our preferred shares year-over-year. Additionally, the foreign exchange loss increased by $(0.6) million as a result of fluctuations in foreign currency exchange rates in relation to the U.S. dollar.

Provision for income taxes


	Year ended December 31,
	2012				2013
	Amount		Percentage of total revenue		Amount		Percentage of total revenue		$ Change		% Change
Provision for income taxes	$	461		—%	$	655		—%		194		42%

Our total tax provision was $0.7 million for 2013, representing an effective tax rate of 11.1%, as compared to a tax provision of $0.5 million for 2012, which represented an effective tax rate of 33.5%. The higher tax provision in 2013 was mainly attributable to an increase in income before taxes in our U.S. subsidiary.

As our parent entity is domiciled in Ireland, our earnings are subject to a statutory tax rate of 12.5%. Our effective tax rate differs from the statutory rate each year primarily due to the jurisdictional mix of earnings (profits are earned in the United States, the United Kingdom and Canada and are taxed at a rate higher than the statutory rate of 12.5%), the valuation allowance maintained against net Irish deferred tax assets and the impact of permanent differences (primarily related to non-deductible expenses and Irish research credits).

Comparison of Years Ended December 31, 2011 and 2012

Revenue


	Year ended December 31,
	2011				2012
(in thousands, except for percentages)	Amount		Percentage of total revenue		Amount		Percentage of total revenue		$ Change		% Change

Redemption revenue		$123,015		91%		$141,136		90%		$18,121		15%
Solution and services revenue		12,790		9		16,555		10		3,765		29

Total revenue		$135,805		100%		$157,691		100%		$21,886		16%

Total revenue increased by $21.9 million, or 16%, from 2011 to 2012. Redemption revenue increased by $18.1 million, or 15%, from 2011 to 2012. This revenue growth was primarily driven by a higher volume of billable awards issued and subsequent redemption of the awards by employees of existing clients and volume from new clients added during the year. The number of billable awards issued increased from 1.3 million in 2011 to 1.4 million in 2012. Solution and services revenue increased by $3.8 million, or 29%, from 2011 to 2012. This revenue growth was primarily associated with transaction fees resulting from the increased issuance of awards from new and existing clients.

Expenses


	Year ended December 31,
	2011				2012
(in thousands, except for percentages)	Amount		Percentage of total revenue		Amount		Percentage of total revenue		$ Change		% Change

Cost of redemption revenue	$	106,827		79%	$	123,240		78%	$	16,413		15%
Cost of solution and services revenue		2,025		1		2,586		2		561		28
Operations		3,363		2		3,735		2		372		11
Research and development		8,933		7		9,285		5		352		4
Sales and marketing		11,097		8		16,862		11		5,765		52
General and administrative		3,241		3		4,186		3		945		29

Total expenses	$	135,486		100%	$	159,894		101%	$	24,408		18%

Cost of redemption revenue

Cost of redemption revenue increased by $16.4 million, or 15%, from 2011 to 2012. This increase was primarily due to an increase in gift card purchases resulting from the 15% increase in redemption revenue.

denominated gift cards varies by supplier. It will also fluctuate depending on the change in the exchange rate of the currency in which we purchased the inventory from the supplier to the U.S. dollar from the time of client invoicing to its eventual redemption and reduction in our inventory.

Cost of solution and services revenue

Cost of solution and services revenue increased by $0.6 million, or 28%, from 2011 to 2012. This increase was primarily due to a $0.2 million increase in employee-related costs related to our services organization, as we hired an additional two employees, as well as $0.2 million in infrastructure related costs.

Operations

Operations expense increased by $0.4 million, or 11%, from 2011 to 2012. This increase was driven primarily by $0.2 million of increased employee-related costs, as we hired seven additional employees, and $0.2 million related to third-party fulfillment and customer service fees to support our growing business.

Research and development

Research and development expense increased by $0.4 million, or 4%, from 2011 to 2012. We increased our research and development employee headcount by an additional 14 employees, which contributed to an increase in employee-related expenses of $1.5 million. This increase was partially offset by a decrease in consulting fees of $1.1 million as we replaced external contractors with employees.

Sales and marketing

Sales and marketing expense increased by $5.8 million, or 52%, from 2011 to 2012. This increase was primarily attributable to the expansion of our headcount within sales and marketing by 19 employees. We added employees within our direct sales, marketing and account management teams, which contributed to $2.8 million of personnel and related expenses. We incurred $1.1 million of increased commissions expense primarily due to amounts earned related to new customer agreements entered into during 2012. Additionally, we incurred $1.0 million of increased marketing programs expense, $0.2 million of increased consulting fees, and $0.2 million of increased share-based compensation expense.

General and administrative

General and administrative expense increased by $0.9 million, or 29%, from 2011 to 2012. This increase was primarily due to the addition of six employees resulting in $0.8 million of additional employee-related costs.

Other (expense) income, net


	Year ended December 31,
	2011						2012
(in thousands, except for percentages)	Amount			Percentage of total revenue			Amount			Percentage of total revenue		$ Change			% Change

Interest Income	$	57			—%		$	68			—%	$	11			19%
Interest Expense		(16	)		—			(17	)		—		(1	)		6
Foreign exchange gain (loss)		(64	)		—			58			—		122			(191	)
Change in the fair value of the warrants		(804	)		(1	)		719			1		1,523			(189	)

Other (expense) income, net	$	(827	)		(1)%		$	828			1%	$	1,655			(200)%

Other (expense) income, net was $(0.8) million for 2011 as compared to $0.8 million for 2012. The difference year over year is mainly a result of $1.1 million gain recorded on the expiration of warrants to purchase 175,500 redeemable convertible preferred shares in September 2012. The remainder of the change in the fair value of the warrants is a result of a lower charge due to the lower number of warrants outstanding and less of an increase in the estimated fair value of our preferred shares year-over-year. Additionally, foreign exchange gain (loss) was $(0.1) million in 2011 as compared to $0.1 million for 2012. The change is a result of the fluctuations in the foreign currency exchange rates in relation to the U.S. dollar.

Provision for income taxes


	Year ended December 31,
	2011				2012
	Amount		Percentage of total revenue		Amount		Percentage of total revenue		$ Change		% Change

Provision for income taxes	$	296		—%	$	461		—%	$	165		56%

Our total tax provision was $0.5 million for 2012, representing an effective tax rate of 33.5%, as compared to a tax provision of $0.3 million for 2011, which represented an effective tax rate of 58.5%. The higher tax provision in 2012 was mainly attributable to an increase in income before taxes in our U.S. subsidiary.

As our parent entity is domiciled in Ireland, our earnings are subject to a statutory tax rate of 12.5%. Our effective tax rate differs from the statutory rate each year primarily due to the jurisdictional mix of earnings (profits are earned in the United States, the United Kingdom and Canada that are taxed at a rate higher than the statutory rate of 12.5%), the valuation allowance maintained against net Irish deferred tax assets and the impact of permanent differences (primarily related to non-deductible expenses and Irish research credits).

Quarterly results of operations data

The following table sets forth our unaudited consolidated statements of operations data and other financial data for each of the eight quarters in the period ended December 31, 2013. We have prepared the consolidated statement of operations data for each of these quarters on the same basis as the audited consolidated financial statements included elsewhere in this prospectus. In our opinion, the financial information includes all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of this data for the periods presented. This information should be read together with our audited consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of the results to be expected in future periods.


	Quarter ended
	Mar. 31, 2012			Jun. 30, 2012			Sep. 30, 2012			Dec. 31, 2012			Mar. 31, 2013			June 30, 2013			Sep. 30, 2013			Dec. 31, 2013

Revenue
Redemption revenue	$	32,112		$	31,563		$	33,012		$	44,449		$	37,296		$	38,073		$	38,907		$	53,565
Solution and services revenue		3,925			3,764			4,291			4,575			4,163			4,729			4,757			5,307

Total revenue		36,037			35,327			37,303			49,024			41,459			42,802			43,664			58,872

Expenses
Cost of redemption revenue		28,091			27,457			28,910			38,782			32,117			33,302			33,586			46,510
Cost of solution and services revenue		657			651			653			625			699			743			809			958
Operations		931			927			916			961			942			940			1,106			1,379
Research and development		2,467			2,380			2,121			2,317			2,288			2,435			2,698			2,739
Sales and marketing		3,412			4,066			4,194			5,190			4,628			5,533			5,539			6,224
General and administrative		913			1,061			1,058			1,154			1,320			1,384			1,490			2,004

Total expenses		36,471			36,542			37,852			49,029			41,994			44,337			45,228			59,814

Loss from operations		(434	)		(1,215	)		(549	)		(5	)		(535	)		(1,535	)		(1,564	)		(942	)
Other (expense) income, net		(179	)		(9	)		998			18			(109	)		(722	)		(213	)		(273	)

(Loss) income before income taxes		(613	)		(1,224	)		449			13			(644	)		(2,257	)		(1,777	)		(1,215	)
Provision for Income taxes		93			85			175			108			148			137			187			183

Net (loss) income	$	(706	)	$	(1,309	)	$	274		$	(95	)	$	(792	)	$	(2,394	)	$	(1,964	)	$	(1,398	)


	Quarter ended
As % of revenue	Mar. 31, 2012			Jun. 30, 2012			Sep. 30, 2012			Dec. 31, 2012		Mar. 31, 2013		Jun. 30, 2013		Sep. 30, 2013		Dec. 31, 2013

Redemption revenue		89%			89%			88%			91%		90%		89%		89%		91%
Solution and services revenue		11			11			12			9		10		11		11		9%

Total Revenue		100			100			100			100		100		100		100		100

Expenses
Cost of redemption revenue		78			78			78			79		77		78		77		79
Cost of solution and services revenue		2			2			2			1		2		2		2		2
Operations		3			3			2			2		2		2		3		2
Research and development		7			7			6			5		6		6		6		5
Sales and marketing		9			11			11			11		12		13		13		11
General and administrative		3			3			3			2		3		3		3		3

Total expenses		102			104			102			100		102		104		104		102

Loss from operations		(2	)		(4	)		(2	)		—		(2)		(4)		(4)		(2)
Other (expense) income, net		—			—			3			—		—		(2)		—		—

(Loss) income before income taxes		(2	)		(4	)		1			—		(2)		(6)		(4)		(2)
Provision for income taxes		—			—			—			—		—		—		—		—

Net (loss) income		(2)%			(4)%			1%			—%		(2)%		(6)%		(4)%		(2)%

Our redemption revenue fluctuates as a result of seasonal variations in our business, principally due to the peak in award issuances and redemptions during the fourth quarter. Solution and services revenue has primarily increased related to transaction fees resulting from the growth in award issuance over the periods.

Cost of redemption revenue fluctuates due to the peak in award redemptions during the fourth quarter. The increase in gift card purchases is related to the increase in redemption revenue and fluctuation of exchange rates for gift cards purchased in foreign currencies.

The increase in cost of solution and services revenue primarily relates to increased headcount and related expenses along with third party costs to service our clients.

Operations expense fluctuates as we increase staffing in our operations organization and utilize our outsource partners during peak redemption periods.

Research and development expense has remained relatively stable as an increase in headcount and related expenses has been offset by a reduction in consulting fees as we have replaced external consultants with employees.

The increase in sales and marketing expense is primarily the result of increasing headcount in our sales and marketing teams, as well as increased marketing programs and events.

The increase in general and administrative expense relates to an increase in headcount to support the growth of our business and as we continued to build our internal infrastructure in preparation for an initial public offering of our ordinary shares.

Along with the seasonally higher revenue we experience in the fourth quarter, we also experience lower overall loss from operations in the fourth quarter as the majority of our operating expenses, other than the cost of redemptions, is personnel and related expenses which is less impacted by the growth of redemption revenue. We also experienced a reduction in operating cash flow and increase in accounts receivable in the fourth quarter associated with the higher revenue growth.

Liquidity and capital resources



	Year ended December 31,
(in thousands)	2011			2012			2013


Consolidated statements of cash flow data
Net cash provided by operating activities	$	8,260		$	4,352		$	3,658
Net cash used in investing activities		(2,811	)		(1,237	)		(1,662	)
Net cash used in financing activities		(130	)		(2,368	)		(4,438	)

We have funded our operations since inception primarily with cash flows from operations and approximately $14.7 million of net proceeds from issuances of preferred shares and ordinary shares. In addition we entered into a senior secured credit facility of $5.3 million, which was drawn down from 2005 to 2007 and repaid in full as of July 1, 2010. 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 our existing cash and cash equivalents combined with our future cash generated from operations will be sufficient to meet our working capital and capital expenditure needs for at least the next 18 months. If we do 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, among other things, 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 December 31, 2013.

Cash and cash equivalents

Our cash and cash equivalents at December 31, 2013 were held for working capital purposes and were invested primarily in bank money market accounts. We do not enter into investments for trading or speculative purposes. At December 31, 2013, restricted cash was approximately $55,000.

Accounts receivable, net

Our accounts receivable balance fluctuates from period to period, which affects our cash flow from operating activities. The fluctuations vary depending on the timing of our billing activity and cash collections. We use days’ sales outstanding, or DSO, calculated on a quarterly basis, as a measurement of the quality and status of our receivables. We define DSO as (a) accounts receivable, less the change in deferred revenue for the quarter, divided by total revenue for the most recent quarter, multiplied by (b) the number of days in that quarter. DSO was 57,62 and 64 days at December 31, 2011, 2012 and 2013, respectively.

Operating activities

Cash provided by operating activities consists primarily of net income (loss) adjusted for certain non-cash items including depreciation, the change in the fair value of outstanding warrants to purchase our redeemable convertible preferred shares, share-based compensation expense and the effect of changes in working capital and other activities.

Cash generated by operating activities for the year ended December 31, 2013 was $3.7 million and consisted of a $6.5 net loss, which included non-cash expenses of $0.7 million for depreciation and amortization, $0.5 million for share-based compensation, and a $0.8 million non-cash charge for the change in the fair value of the warrants to purchase redeemable convertible preferred shares. Sources of cash from operating activities included a $17.8 million increase in deferred revenue and a $2.2 million increase in accounts payable and accrued expenses. These sources of cash were offset in part by an $8.2 million increase in accounts receivable, primarily related to higher billings, a $1.2 million increase in inventory, a $1.4 million tax benefit from share option exercises and a $0.8 million increase in prepaid expenses and other current assets.

Cash generated by operating activities for the year ended December 31, 2012 was $4.4 million and consisted of a $1.8 million net loss, which included non-cash expenses of $0.5 million for depreciation and amortization expense and $0.4 million of share-based compensation, and was offset in part by a $0.7 million non-cash gain for the change in the fair value of the warrants to purchase redeemable convertible preferred shares. Sources of cash from operating activities included a $7.2 million increase in deferred revenue, a $2.0 million decrease in inventory, and a $1.7 million increase in accounts payable and accrued expenses. These sources of cash were offset in part by a $4.4 million increase in accounts receivable, primarily related to an increase in DSO, and an increase of $0.3 million in prepaid expenses and other current assets.

Cash generated by operating activities for the year ended December 31, 2011 was $8.3 million and consisted of a $0.8 million net loss, which included non-cash expenses of $0.4 million for depreciation and amortization expense and $0.8 million for the change in the fair value of the warrants to purchase redeemable convertible preferred shares. Sources of cash from operating activities included a $10.8 million increase in deferred revenue, primarily related to an increase in billings, and a $3.4 million increase in accounts payable and accrued expenses. These sources of cash were offset in part by a $5.0 million increase in accounts receivable, primarily related to higher billings, an increase in inventory of $1.1 million and an increase of $0.3 million in prepaid expenses and other assets.

Investing activities

Cash used in investing activities for year ended December 31, 2013 was $1.7 million, consisting of capital expenditures for computer equipment and software to support our growing business and leasehold improvements for our office in Ireland.

Cash used in investing activities for the year ended December 31, 2012 was $1.2 million, consisting primarily of capital expenditures for equipment.

Cash used in investing activities for the year ended December 31, 2011 was $2.8 million and was mainly comprised of $2.0 million advanced to our chief executive officer under certain agreements. During the year ended December 31, 2011, we also incurred $0.9 million of capital expenditures for equipment to support the business and leasehold improvements as we expanded our office in Ireland, partially offset by lower restricted cash requirements.

Financing activities

Cash used for financing activities for the year ended December 31, 2013 was $4.4 million and was mainly comprised of $2.7 million of professional services costs associated with our planned initial public offering and $3.2 million of minimum withholding tax paid on behalf of employees who exercised their share-based awards on a net basis, offset in part by a $1.4 million income tax benefit from these share option exercises. Additionally, we received $0.1 million of proceeds from the exercise of warrants to purchase convertible redeemable preferred shares.

Cash used for financing activities for the year ended December 31, 2012 was $2.4 million and was mainly comprised of $2.2 million of professional services costs associated with our planned initial public offering.

Cash used for financing activities for the year ended December 31, 2011 was $0.1 million and was primarily comprised of the repayment of amounts borrowed under our equipment financing from a third party vendor.

Net operating loss carryforwards

As of December 31, 2012 and 2013, we had Irish net operating loss carryforwards of approximately $19.3 million and $30.7 million, respectively, and Irish research credit carryforwards available of approximately $0.7 million and $0.8 million, respectively. These Irish net operating loss and research credit carryforwards do not expire.

In assessing our ability to realize our net deferred tax assets, we considered 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 our net deferred tax assets will not be realized. Based upon our historical and forecasted future Irish losses, 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 Irish net deferred tax assets.

We have U.S. federal and state net operating loss carryforwards available at December 31, 2013 of $5.8 million and $3.6 million, respectively. These amounts were not recorded as tax assets as these net operating losses relate to excess share-based compensation deductions that may not be recorded as tax assets under generally accepted accounting principles until the amounts have been utilized to reduce our tax liability. To the extent these assets are used to reduce future taxes, the benefit will be recorded as a equity adjustment to additional paid-in capital. The federal net operating losses begin expiring in 2033 and the state net operating losses begin expiring in 2023.

Contractual obligations and commitments

Our principal commitments consist of obligations under our operating leases for our office space and our outstanding debt facility. The following table summarizes our contractual obligations at December 31, 2013:


	Payment due by period
(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years

Operating lease obligations	$	2,431	$	523	$	1,090	$	521	$	297

Total	$	2,431	$	523	$	1,090	$	521	$	297

We lease our facilities under non-cancelable operating leases. These operating leases expire at various dates through February 2020.

Off-balance sheet arrangements

We do not have any special purpose entities or off-balance sheet arrangements.

Quantitative and qualitative disclosure about market risk

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily foreign currency exchange risks, interest rate risk and inflation risk.

Foreign currency exchange risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly in the Euro and British pound.

We maintain cash accounts, accounts receivable and accounts payable and accrued expenses denominated in currencies other than the U.S. dollar, which exposes us to foreign currency exchange rate movements. As of December 31, 2012, we had $1.5 million, $2.1 million and $5.8 million, respectively, of cash, accounts receivable and accounts payable and accrued expenses denominated in currencies other than the U.S. dollar. As of December 31, 2013, we had $0.9 million, $2.2 million and $4.7 million, respectively, of cash, accounts receivable and accounts payable and accrued expenses denominated in currencies other than U.S. dollar.

Currently, our largest foreign currency exposures are the Euro and British pound, primarily because our European operations have a higher proportion of our local currency denominated expenses. For the year ended December 31, 2011, we estimated that a 10% unfavorable movement in foreign currency exchange rates would have decreased revenues by $5.4 million, decreased expenses by $5.3 million and decreased operating income by $0.1 million. For the year ended December 31, 2012, we estimated that a 10% unfavorable movement in foreign currency exchange rates would have decreased revenues by $6.4 million, decreased expenses by $6.2 million, and decreased operating income by $0.2 million. For the year ended December 31, 2013, we estimated that a 10% unfavorable movement in foreign currency exchange rates would have increased revenues by $7.6 million, increased expenses by $7.7 million and decreased operating income by $0.1 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 December 31, 2012 and 2013.

Interest rate risk

We had unrestricted cash and cash equivalents totaling $17.6 million at December 31, 2013 held for working capital purposes. Approximately $6.6 million was invested in bank money market accounts. We do not use derivative financial instruments in our investment portfolio. We did not hold any short-term or long-term investments at December 31, 2013 and were not subject to significant interest rate risk.

Inflation risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Business

Overview

Our total revenue has grown from $100.0 million in 2010 to $135.8 million in 2011, to $157.7 million in 2012 and to $186.8 million in 2013, representing a three-year compound annual growth rate, or CAGR, of 23.2%. During the years ended December 31, 2010, 2011, 2012 and 2013 our net income (loss) was $3.1 million, $(0.8) million, $(1.8) million and $(6.5) million, respectively, and our free cash flow was $4.6 million, $7.4 million, $3.1 million and $2.0 million, respectively. During the years ended December 31, 2012 and 2013, our net loss increased and free cash flow decreased as we invested heavily in expansion of our sales and marketing team. For further explanation of our management’s use of free cash flow, limitations of its use, and a reconciliation of our free cash flow to the most directly comparable GAAP measure, net cash provided by (used in) operating activities, please see “Summary consolidated financial data—Free cash flow.”

Industry background

For decades, companies have attempted to use employee recognition programs to engage and motivate employees. Recognition programs are intended to build goodwill between the organization and employees and ultimately strengthen employee dedication to company values. Traditionally, recognition solutions have included in-house, do-it-yourself programs that are time consuming and expensive to create and maintain or third-party solutions from legacy vendors that are focused on gifts. These solutions are limited in that they often focus only on top performers or a small segment of the employee base through initiatives such as length-of-service awards or “employee of the month” programs. In addition, since those solutions frequently focus on gifts rather than actions they do not reinforce a consistent culture or set of values across an organization. Furthermore, Gartner estimates that traditional recognition programs can account for as much as 2% of payroll costs, yet there is little direct correlation of this investment to improved employee performance, retention or improved business outcomes.⁽¹⁰⁾ Traditional recognition programs are not strategic, as they do not use recognition awards to drive specific actions and behaviors across the organization. We believe that they therefore are not able to consistently measure impact on employee engagement or business results.

Strategic recognition-based programs, if designed correctly, are cost-effective and valuable tools that can help raise employee engagement, which is generally defined to measure employees who are involved in or enthusiastic about their work and contributing to their employer’s goals or values. They can therefore increase productivity and competitiveness, and can positively impact the bottom line. Taking a social approach to rewards and recognition programs can drive significant advantages over traditional models by improving workforce engagement, which has a proven impact on business outcomes, such as quality of service (QoS), customer retention, operational efficiency, revenue and profitability.⁽¹¹⁾ Several studies have been conducted to assess the impact of employee engagement on business results, as measured by profitability. The following demonstrate some of these benefits:

•

A study by Gallup Consulting indicates that companies in the top quartile of employee engagement generated 16% higher profits and 18% higher productivity than those in the bottom quartile⁽¹²⁾

⁽⁹⁾

Gartner, Hype Cycle for Human Capital Management Software, 31 2013 July 2013.

⁽¹⁰⁾

Gartner, IT Market Clock for Human Capital Management Software, 26 August 2013.

⁽¹¹⁾

Gartner, IT Market Clock for Human Capital Management Software, 26 August 2013.

⁽¹²⁾

Gallup Consulting, Employee Engagement—What’s Your Engagement Ratio?, 2010.

•

The same Gallup Consulting study found that companies with “world-class engagement” have 3.9 times the EPS growth rate compared with organizations with lower engagement in the same industry⁽¹³⁾

•

Towers Watson reached similar conclusions in its three-year study of 41 global companies, which found that operating margins improved nearly 4% on average in organizations with high employee engagement levels⁽¹⁴⁾

•

Additional studies by Towers Watson found that recognizing employee performance can increase engagement by almost 60%⁽¹⁵⁾, and that companies with high sustainable engagement can have operating margins as much as three times higher than companies with low traditional engagement.⁽¹⁶⁾

In addition, industry research analysts have evaluated the relationship between employee engagement and employee turnover. A culture of recognition can also have an even stronger impact on potential flight risks, and thus reduce costs, as illustrated by the following:

•

A 2012 study by analyst firm Bersin & Associates found that companies with highly effective recognition programs have 31% lower voluntary turnover than organizations with ineffective recognition programs⁽¹⁷⁾

•

According to Hay Group, Inc., estimates show that the cost of replacing employees can be between 50% and 150% of the departing employee’s salary⁽¹⁸⁾

We believe that to be most impactful, recognition solutions require innovative features to enable effective management of strategic recognition programs. Most traditional solutions have limited tools to inform strategic decision making and do not have technology or locally relevant reward options to enable full- service, global programs. They also typically do not have a social element to giving and communicating awards, which limits their impact with employees. In addition, traditional recognition solutions frequently do not have mobile capabilities that enable recognition to be a regular part of the day for employees and do not interoperate well with other HR systems, which limit their utility and adoption.

Our opportunity

We believe the recognition market is poised for substantial growth and fundamental change as companies increasingly shift to outsourced, full-service providers and strategic solutions powered by social interactions. In a July 2012 white paper that we commissioned, IDC estimated that the North America Recognition Market will grow from $22 billion in 2011 to $32 billion in 2016, an 8% CAGR.⁽¹⁹⁾ In that same white paper, IDC also found that nearly 40% of study respondents expected to use a full-service third-party provider for all aspects of recognition in the twelve months ended July 31, 2013.⁽²⁰⁾

There are several important secular trends that we believe are fueling the evolution of the recognition market.

•

The rise of social solutions as important communications tools in organizations. The growth and penetration of social solutions has made it increasingly critical for enterprises to leverage employee collaboration and social platform technologies within their operations. IDC forecasts that the global market for enterprise social software will increase from approximately $1.1 billion in 2012 to $4.5 billion in 2016, representing a 43% CAGR.⁽²¹⁾

⁽¹³⁾

Gallup Consulting, Employee Engagement—What’s Your Engagement Ratio?, 2010.

⁽¹⁴⁾

Towers Watson, Perspectives: The Power of Three: Taking Engagement to New Heights, 2011.

⁽¹⁵⁾

Towers Watson, Perspectives: Turbocharging Employee Engagement – The Power of Recognition from Managers, 2010.

⁽¹⁶⁾

Towers Watson, Global Workplace Study—Engagement at Risk: Driving Strong Performance in a Volatile Global Environment, 2012.

⁽¹⁷⁾

Bersin & Associates, The State of Employee Recognition in 2012, June 2012.

⁽¹⁸⁾

Hay Group, Inc., Lighting the Path to Success, 2012.

⁽¹⁹⁾

IDC, White Paper—Employee Recognition Driving Business Results, July 2012.

⁽²⁰⁾

IDC, White Paper—Employee Recognition Driving Business Results, July 2012.

⁽²¹⁾

(IDC, IDC Worldwide Enterprise Social Software 2012-2016 Forecast, June 2012.

•

The continued adoption of SaaS solutions in the enterprise. Ease and speed of deployment and a desire for a lower total cost of ownership continue to drive growth in the SaaS market. IDC estimates that worldwide SaaS revenue will grow from $20.4 billion in 2011 to $57.4 billion in 2016, representing a 23% CAGR.⁽²²⁾

•

The continued strength of e-commerce. E-commerce continues to demonstrate strong growth, both in the United States and abroad. According to eMarketer, U.S. retail e-commerce sales are expected to grow from $224 billion in 2012 to $362 billion in 2016, a 13% CAGR.⁽²³⁾

Our solution

Through our years of experience and research, we have developed an innovative solution that helps organizations elevate employee engagement, manage company culture and discover actionable insights about their talent, all of which can drive and improve business results.

The key benefits of our social recognition solution include:

•

Social recognition drives engagement and aligns employees with cultural values. Our solution enables employees across all levels of an organization to recognize each other for actions and behaviors that align with company values. This social employee-to-employee recognition is highly impactful as it originates from

people who understand the value of the contribution, strengthens relationships within the organization, identifies important actions as they occur and is shared across a group or an entire organization.

•

Facilitates viral and organic adoption among employees. Our social recognition solution has intuitive web and mobile-based user interfaces that do not require special training, making it simple for employees to use. These interfaces allow employees and managers to easily nominate one another for awards with economic value and then subsequently approve and redeem awards. We work with our clients to tailor the solution to their needs, resulting in a configured program including branding, award approvals, user access, reporting and communications, which are aligned with our client’s own culture and values.

•

Enables measurability and provides unique insights. Our solution provides our clients with deep management insights through powerful social graphing and talent mapping tools. Organizations use our social recognition solution to capture, measure and gain actionable intelligence about their organization and talent. For managers, our social recognition solution features dashboard reporting that includes an interactive info-graphics tool that visualizes progress against goals and overall adoption of company values.

•

Highly relevant rewards that perpetuate usage of our social recognition solution. Our globally adopted e-commerce rewards network is an expansive set of both widely applicable and locally relevant reward choices. Employees may choose rewards that are meaningful to them, from both online and local suppliers, which include retail, online shopping, dining, travel and charitable giving. The breadth of available choices improves the impact of our social recognition solution by providing memorable rewards.

•

Global capabilities. Our solution allows our clients to provide a single recognition program available to all of its employees globally. Our social recognition solution supports multiple currencies and languages and includes locally relevant rewards, which facilitates adoption by both multinational firms and regional companies. As a result, we are able to provide solutions that fit the unique cultural tastes, preferences and budgets of regional economies. As of December 31, 2013, we had more than 1.9 million users located in more than 140 countries using our solution in 29 languages and dialects. Our global capabilities give our clients visibility and control over their entire global recognition program.

⁽²²⁾

IDC, IDC Worldwide SaaS and Cloud Software 2012-2016 Forecast and 2011 Vendor Report, August 2012.

⁽²³⁾

eMarketer, U.S. Retail Ecommerce Sales, 2010-2016, March 2012.

•

Highly scalable and configurable solution. Our SaaS platform is built with enterprise-class scalability, reliability and uptime and is currently adopted by some of the world’s largest companies. We believe we have deployed one of the largest and most geographically-dispersed single SaaS implementations for one of our clients, General Electric, that spans more than 300,000 employees. Our solution enables fast and low cost global deployments through centralized administration that is designed to meet our clients’ IT and security demands. Our SaaS platform is a multi-tenant architecture, which allows for configuration to meet the needs of each client. This allows organizations to reduce the time required to launch and implement their recognition program and increases the program’s effectiveness and impact.

Our business model strengths

We have established a leadership position in the social recognition market as evidenced by our global reach, scale and growth. We believe our key competitive strengths include:

•

High client retention. Our overall billings retention rate exceeded 100% for each of the years ended December 31, 2010, 2011, 2012 and 2013. This billings retention rate reflects a consistent, recurring revenue profile from our client base. Our ability to easily interact with other HR systems also facilitates adoption by clients. As organizations scale our solution, which increases employee engagement, our social recognition solution becomes a strategic and operational platform from which clients draw valuable insights about their talent and culture.

•

Align recognition and rewards with full range of HR systems. Our solution provides our clients with insights into their talent through our powerful social graphs, talent mapping and interactive info-graphic displays. We can also combine our recognition data with information from other HR systems to supplement the insights provided by our analytics and improve the feedback provided by other HR systems.

Our growth strategy

We intend to enhance and extend our industry leadership position in the evolving social recognition market. The principal elements of our growth strategy include:

•

Broaden existing client relationships. We plan to increase the number of client employees using our social recognition solution and the number and value of awards granted and received by those employees. In many cases, as clients experience the benefits gained from implementation of our social recognition solution and improvements in employee engagement, they expand adoption of our social recognition solution within their organizations and increase their recognition budgets. We will continue to focus on demonstrating the benefits of increased recognition and awards in an effort to drive adoption and penetration of our solution within our existing client base.

•

Attract new clients. We intend to expand our social recognition solution throughout the global market, which we believe is largely underpenetrated by full-service strategic recognition solutions. Historically, we focused on the most complex and large global organizations. More recently, we have expanded our sales efforts to companies with an employee base of 2,500 or more that have corporate human resources, or HR, functions located in North America. We have recently hired additional salespeople to target these organizations. We plan to continue to invest in additional salespeople to expand our reach and further penetrate our potential client base and to expand our sales coverage to focus on companies who have corporate HR functions located in North America and Europe to grow our client base.

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Establish and maintain key strategic relationships. We plan to continue to reach new clients and provide more robust solutions through bilateral referral and cross selling relationships. We are currently a member of the Workday Software Partner Ecosystem and have developed a product integration to Workday that provides our joint customers a more efficient deployment process for our solution. We also intend to strengthen our ties throughout the HR and social enterprise solutions market by forging relationships with leading HR consultancy, HR technology and HR outsourcing firms. We plan to continue to design our social recognition solution to easily integrate with existing HR management software solutions. We believe that these relationship networks will enable us to reach a wider client base and enhance our opportunity with existing clients.

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Pursue selective acquisitions. We intend to pursue acquisitions of complementary businesses and technologies that will enable us to acquire targeted product and technology capabilities, as well as add new clients and further expand our geographic reach.

Case studies

We generally sell our social recognition solution through our global sales organization directly to businesses and other enterprises. Our client base consisted of more than 100 companies as of December 31, 2013, in diverse industries, including technology and communications, hospitality and transportation, diversified/manufacturing, financial services, consumer products and services and biotech/pharmaceutical. For the years ended December 31, 2012 and 2013, our ten largest clients by revenue represented approximately 74% and 68%, respectively, of our total revenue, with only one client, General Electric Company together with its affiliates, representing more than 10% of our total revenue at 32% and 31%, respectively.

We believe that the following case studies provide a representative sample of how our clients achieve quantifiable results from implementing our recognition solution:

This global leader in consumer and enterprise software created a stronger culture post acquisition.

Challenge

This multi-billion dollar consumer and enterprise software company struggled to build a unified global culture following an acquisition whereby it added 6,500 employees to its workforce. It had an existing internal, cash-based recognition program which was not aligned to its culture and was not able to reach all employees.

Solution and results

The global software leader partnered with Globoforce to create a unified, global strategic recognition solution, which was implemented in 2008. Our solution offered more effective meaningful rewards and created a stronger, unified culture. This client also reported:

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Higher employee engagement – engagement scores, as measured by the client’s internal survey measurements, increased by 14% within nine months after program launch in 2008; and

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Effective budget allocation – without increasing its budget, the client processed through our solution twice as many recognition awards in the first year after program launch in 2008, as compared to the prior year.

This leading provider of financial management solutions saw a significant increase in employee adoption.

Challenge

This leading provider of financial management solutions sought to replace its existing merchandise catalog program which presented significant operational challenges with delivery, award selection, and employee adoption. It needed a new solution that could help it achieve, on a global scale, greater program adoption and provide employees with more relevant, memorable rewards.

Solution and results

We developed a strategic recognition solution for this client that leverages the social nature of employee-to-employee interactions to bolster participation by employees, which was implemented in 2004. Through our global e-commerce rewards network, this client is able to deliver a broad array of awards, enabling employees to choose from thousands of locally relevant options including retail, online shopping, dining, travel, and charitable giving. This client also reported:

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Higher levels of participation – within the first year of program launch in 2004, more than 20,000 awards were given (up from approximately 5,500 the previous year), and within the first two years of program launch, 85-90% of all eligible employees received an award (up from 50% over the prior three years combined); and

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Employees feeling valued – recent employee surveys conducted by the company since implementing our solution in 2004 show that 89% of employees believe their manager appreciates their contributions, 90% are proud to work at the company and 94% agree that the company’s recognition program helps motivate sustained high performance. We do not have access to comparable employee surveys conducted prior to implementation of our solution.

This leading global manufacturer saw a marked rise in employee satisfaction levels.

Challenge

This leading global manufacturer had more than 40 discrete recognition programs, including home-grown efforts, and lacked a strategic platform that could enable employee-to-employee recognition and advance the company’s goals, values and culture.

Solution and results

The company selected Globoforce to build a global recognition solution to manage global logistics and offer locally relevant languages, currencies and rewards for its 30,000+ employees. Through our social recognition solution, the company gained global visibility of results through intuitive easy-to-use tracking and reporting features. Six months after our solution for this client was launched in 2009, the client reported:

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Higher levels of recognition satisfaction – the number of employees satisfied with the level of recognition for a job-well-done rose 13%;

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Greater internal recognition – the number of employees who say people are rewarded according to job performance rose 14%; and

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Strategic recognition as core competency – the company’s recognition program manager and her team were nominated for the company’s President’s Award, a first for the HR department at the company.

This leading consumer manufacturer’s rapid program adoption created new data insights about talent

Challenge

This leading high tech manufacturer sought a modern technology solution for recognition. The company’s existing program was ad hoc and manual, resulting in low reach, visibility and integration to other HR processes. They needed a new solution that could empower broader employee participation, align with their performance management philosophy, and attract and retain the right talent to continue to drive their strong values-based culture and technology leadership.

Solution and results

Through their partnership with Globoforce that was implemented in 2012, this client built a social recognition program that recognizes and rewards exemplary behaviors and performance tied to their values. Backed by Globoforce’s global technology and operations, this company has created a unified culture of recognition across its diverse workforce. The client also reported:

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Rapid, viral employee adoption – Within just three months of launch in 2012, the program nearly doubled its reach (going from 45% reach in the previous program to 86% of employees). The reach figure rose to 97% during the first year of the program;

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Measurable impact on team member satisfaction and engagement – Within the first year of launch in 2012, the number of employees who indicated that they felt recognized for improving the work they do increased by 20%; and

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Greater visibility into top performers and influencers – Integrating crowdsourced recognition data with its talent management processes has provided new talent insights for executives and managers.

The Globoforce solution

Our social recognition solution provides comprehensive functional, technical and operational capabilities for a full-service approach to recognition. Our solution has intuitive web and mobile-based user interfaces that are easy for employees to use across desktop and mobile computing environments.

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Recognition applications

Our applications provide employees, managers and HR professionals all the tools they need to interact with their recognition programs. Managers and colleagues can nominate an employee for any recognition award type based on their organization’s pre-set and configured eligibility criteria built into our application. This act of recognition is updated real-time on the recognition newsfeed and shared socially, which all employees can then see and to which they can add their own congratulations. Recognition award recipients can accrue program points or redeem immediately, choosing from a diverse set of locally relevant reward options around the globe.

Program administrators can easily manage their recognition programs with virtually no manual work required. Reporting is accessible online through our easy-to-use interface and is updated real-time, keeping program data current.

Our applications also provide managers deep management insights through powerful social graphing and talent mapping tools such as Talent Maps. Our dashboard reporting feature includes an interactive info-graphics tool that managers and executives use to visualize overall adoption of company values and employee performance.

Award types

We are able to fulfill the full spectrum of our clients’ recognition program needs, be it employee-to-employee, anniversary, sales incentives, wellness, safety or any other company-specific award type. Employee-to-employee awards are generally dynamic and not time or frequency bound, leading to a more immediate gratification tied directly to a performance in recent history. Anniversary awards reward employees on their achieving a certain number of years of service with their company, typically commemorating a multiple-of-five-year (5, 10, 15, etc.) milestones. The recipient of any of these types of awards will receive a recognition award through our solution, which he or she can then redeem only through our global e-commerce rewards network. Given the configurability of our platform, our clients can easily design programs that meet their unique needs. Our platform is designed to support multiple, disparate programs, and run them concurrently for our clients.

Global e-commerce, operations and support

Our global capabilities give our clients visibility and control over their global recognition programs. Our social recognition solution supports multiple currencies and languages, and our global e-commerce rewards network includes locally relevant rewards, which drives adoption for both multinational firms and regional companies. These rewards include gift cards from local retailers and merchandise from distributors in the United States and Europe which we purchase for resale. We form relationships with these vendors primarily through our in-house marketing and operations teams. In addition, we offer global customer support in several languages around the world, accessible via our website, phone or email.

Cloud infrastructure

Our cloud infrastructure forms the technology foundation of our social recognition solution. Our platform offers enterprise-class scalability, reliability and uptime, data privacy, security, data interchange and other technology features required to meet the technical and operational needs of our clients. We believe our clients benefit from fast and low-cost global deployments, centralized administration and easy access to future enhancements as a result of this SaaS model.

Our platform is a multi-tenant architecture and highly configurable to meet the unique needs of each of our clients. We work with our clients to tailor the solution so that it aligns with their requirements for branding, award approvals, user access, reporting and communications. Our social recognition solution is also designed to meet our clients’ IT and security requirements. Our SaaS platform is designed with a multi-tier client/server architecture that separates data, applications and user interfaces.

With clients running centralized programs on a SaaS platform, we are able to aggregate and analyze all data associated with clients’ recognition programs. As a result, our clients can easily create reports on anything from overall program spend to award activity in certain regions to top recognition recipients in the company. We are also able to use this data to deliver valuable insights to managers and executives about performance and culture within specific teams, departments, business units and entire companies.

Our cloud infrastructure provides our clients the capability to deploy their recognition programs across desktop as well as mobile environments that enable recognition to be a regular part of the day for their employees.

Sales, marketing and professional services

We sell our social recognition solution through our sales organization based in the United States, Canada, Ireland and the United Kingdom, which includes field sales representatives, business development representatives, account management representatives and sales and services management. Our global sales organization is focused on adding new clients and expanding relationships with existing clients.

Direct sales force. Our direct sales force is organized by geographic regions. Historically, we focused on the most complex and large global organizations. More recently, we have expanded our sales efforts to companies with an employee base of 2,500 or more who have corporate HR functions located in North America. We have recently hired additional salespeople to target these organizations.

Account management. Globoforce account management is responsible for the implementation, ongoing management and growth of existing client relationships. All client accounts are assigned to specific account managers according to a variety of factors and the specifics of the client solution. Account management engages with new clients during the initial implementation and maintains the client relationship thereafter.

Business development. The link between lead generation, marketing and sales activity is managed by our business development representatives. This team is responsible for the initial qualification of inbound leads and for scheduling direct sales representatives with prospective clients.

Our global marketing team complements our sales organization through lead generation, brand building, analyst relations and industry research. Our marketing department targets HR and other executives responsible for strategic HR programs. Our principal marketing programs include:

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use of our website to provide product and company information, as well as learning opportunities for potential clients;

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field marketing events for clients and prospects;

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participation in, and sponsorship of, user conferences, trade shows and industry events;

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online marketing activities, including online web advertising, blogs and webinars;

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public relations and social networking initiatives including mobile and social media marketing; and

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client programs, including user meetings.

Our marketing team also conducts primary research that serves as the foundation for industry thought leadership and our lead-generation activities. Our marketing team also directly supports our sales organization through collaborative initiatives, including the creative development and execution of sales proposals, personalized and targeted prospecting campaigns and managing large prospective client pursuits.

As part of signing a contract with a new client, the client typically provides us with its own estimate for the anticipated annual dollar amount of employee awards once their recognition program is fully launched

and ramped. This is only an estimate provided and is not a commitment by the client to actually spend any amount with us on an annual basis. The client’s anticipated amount provides us with an indication of our sales and marketing effectiveness in new client acquisition or expansion within an existing client that has used our solution for only a portion of their employee base. Our account management team works with the client during implementation to understand the client’s employee rollout strategy for use of our solution, and account management effectiveness is measured on the usage of the solution compared to the client’s anticipated spend. Billings and revenue are contingent upon the issuance of awards, and our clients typically take some period of time to communicate and increase employee adoption of our solution. As of December 31, 2011, 2012 and 2013, the anticipated annual spend indicated by clients that had not launched was approximately $15.0 million, approximately $41.6 million and approximately $56.0 million, respectively. See “Risk Factors – Risks related to our business and industry – Our clients have no obligation to spend a minimum amount on our solution, and if our existing clients decrease, or do not increase, adoption of our solution or if existing clients decrease, or do not increase, the overall spending for employee recognition from year to year, our business will suffer and our business prospects may be harmed; If we experience delays in the client implementation process or fail to complete new client implementation successfully, it could delay our ability to recognize revenue, increase our costs and otherwise negatively impact our business”.

Professional services. We provide our clients strategy, advice and training to help them make key decisions about their recognition program. Our services include:

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business case and program definition: shape the program based on proven best practices and strategies for program success;

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benchmark and audit: remove project and program risk by defining the path to future program success; and

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training, branding and communications: generate and sustain excitement and engagement among program participants.

Technology

We have a standardized, Java-based development environment with the majority of our software written in industry standard software programming languages. We also use Web 2.0 technologies like AJAX and HTML that give users an intuitive and familiar experience that runs on popular computing and mobile devices. Our data center primarily consists of industry standard servers and networking components. Our standard operating system and database are Red Hat Enterprise Linux and Oracle 11g, respectively.

We operate a multi-tenant architecture that provides a single code engine that simultaneously provides for all clients’ individual configurations. This architecture reduces risk associated with system scalability and security and allows for ease of upgrade of functionality across the entire client base.

We physically host our SaaS platform for our clients principally on servers owned and controlled by us in one secure, third-party data center located in the United States. We believe that our third-party hosting facility is adequate for our current needs and that suitable additional capacity will be available as needed to accommodate planned expansion of our operations. In addition, we maintain a disaster recovery site owned, operated and managed by us and located in Dublin, Ireland.

Client support and operations

We utilize a combination of both in-house and outsourced fulfillment providers to process redemption orders in key geographic regions based on where our clients’ employees are located. These fulfillment sites are located in the United States, Ireland, India, Hong Kong and China.

Clients and their employees can call or email us at any time to report issues with or ask questions regarding our solution. We provide customer support through phone, email and online documentation. Our support included multi-lingual capabilities in eight languages as of December 31, 2013. We offer this support to our clients’ employees from our offices in Ireland as well as through two third party outsourcers located in Ireland and Hong Kong.

Intellectual property

We rely upon a combination of patents, copyrights, trademarks, service marks and trade secret laws and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect our proprietary rights in our solution. We pursue the registration of our domain names and trade and service marks in the United States and the European Union. We have one pending U.S. patent application which was filed in 2011 and relates to systems and methods for promoting recognition. We also license software from third parties for integration into our products, including open source software and other software available on commercially reasonable terms.

Despite our precautions, it may be possible for unauthorized third parties to copy our software and use information that we regard as proprietary to create software that competes with ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our licensed software may be unenforceable under the laws of certain jurisdictions and foreign countries. Further, the laws of some countries do not protect proprietary rights to the same extent as laws of the United States. To the extent we expand our international activities, our exposure to unauthorized copying and use of our solution and proprietary information may increase. Our competitors could also independently develop services equivalent to ours, and our intellectual property rights may not be broad enough for us to prevent competitors from doing so. Reverse engineering, unauthorized copying or other misappropriation of our proprietary technology could enable third parties to benefit from our technology without paying us for it, which would significantly harm our business.

We expect that we and others in our industry could increasingly be subject to infringement claims as the number of products and competitors grows and the functionality of products in different industry segments overlaps. Third parties may currently have, or may eventually be issued, patents upon which our current solution or future technology infringe. Our competitors or other third parties may challenge the validity or scope of our intellectual property rights or make a claim of infringement against us with respect to our service and underlying technology. Any of these third parties might make a claim of infringement against us at any time. A claim may also be made relating to technology that we acquire or license from third parties.

Research and development

The responsibilities of our research and development personnel include product development, quality assurance and technology operations. Our research and development personnel are primarily located in our Dublin, Ireland headquarters. We also have research and development operations through an outsourcer in Minsk, Belarus. Our agile development methodology, in combination with our SaaS delivery model, allows us to release new and enhanced software features generally on a quarterly or more frequent basis.

We entered into our agreement with EPAM Systems Limited, our outsourced research and development provider in Belarus, on December 9, 2010. Under this agreement, EPAM provides to us contractors to work in our different development teams. These contractors provide a mixture of development, consulting and professional services including working on new functionality, testing, and developing the configuration application. We maintain our rights in any intellectual property created by EPAM in connection with this agreement. EPAM has the option to terminate this agreement and the statement of work thereunder at any time upon 30 days prior written notice to us. This agreement does not contain material minimum financial obligations.

We allocate a substantial portion of our operating expenses to developing new capabilities and enhancing existing solutions, conducting software and quality assurance testing and improving our platform and applications to meet our clients’ evolving needs. Our research and development expenses were $4.2 million in 2010, $8.9 million in 2011, $9.3 million in 2012 and $10.2 million in 2013.

Competition

The market for rewards and recognition solutions is highly competitive, evolving and fragmented. We face competition from other incentive and recognition providers and traditional non-strategic recognition solutions, internally developed solutions designed to support the needs of a single organization, as well as from third-party human resource application providers. Our primary competition is from traditional incentive vendors such as BI Worldwide, Maritz and O.C. Tanner, who have historically focused on incentives such as length-of-service awards or “employee of the month” programs rather than rewarding actions on a real-time basis and have typically offered rewards from catalogs of merchandise as opposed to offering gift cards and other options through a global e-commerce rewards network. Some of our actual and potential competitors may enjoy competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger operating budgets, as well as greater financial, technical and other resources. If one or more of our competitors were to enter into strategic partnerships with companies in the human resources and compensation fields, or if new competitors enter into the market for recognition software solutions, the change in the competitive landscape could materially adversely affect our ability to compete effectively.

We believe we are well positioned in our market and are highly differentiated from our competitors based on the following criteria:

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recognized leader in social recognition;

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industry-leading innovation, technology and operational expertise;

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long-term client relationships and proven ability to deliver a global solution for multi-national organizations;

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proven ability to increase employee engagement;

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cloud-based, SaaS platform;

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large, diversified and global e-commerce rewards network; and

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strong name recognition and brand awareness globally.

Culture

We regard our culture as a key differentiator and performance driver, and we have held this view since our inception. We believe our culture gives us a competitive advantage in recruiting talent, driving innovation, enhancing productivity and improving client service. Our core values connect us to our purpose and guide many of our most important business decisions, particularly those involving our most strategic asset of all, our people. As an organization, we strive to embody the following core values:

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respect;

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imagination;

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determination; and

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innovation.

To further refine our culture and to reinforce these values, we have utilized our own solution to create a recognition program called ‘globostars’ that aligns award names and reasons with these values and that is utilized by our employees globally.

Employees

As of December 31, 2013, we had 240 full-time employees worldwide. None of our employees are represented by a labor union with respect to their employment with us. We have never experienced a strike or similar work stoppage, and we consider our relations with our employees to be good.

Facilities

Our principal offices are located in Dublin, Ireland and Southborough, Massachusetts. We lease approximately 22,353 square feet of space for our corporate headquarters in Dublin pursuant to a lease that expires in February 2020 and 14,040 square feet of space for our U.S. headquarters in Southborough pursuant to a lease that expires in February 2017. We believe 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.

Legal proceedings

From time to time we are a party to legal proceedings arising in the ordinary course of our business. We do not expect that the final resolution of any of these matters will have a material adverse impact on our financial statements. Regardless of the outcome, litigation can have an adverse impact on us because of the expenditure of defense and settlement costs and the diversion of financial and managerial resources.

Management

Executive officers and directors

Our executive officers and directors and their respective ages and positions as of March 1, 2014 :


Name	Age		Position


Eric Mosley		42	Chief Executive Officer and Director

Stephen Cromwell		49	Chief Financial Officer

Grant Beckett		46	Vice President, Product

Jonathan Hyland		42	Chief Technology Officer

Derek Irvine		47	Vice President, Client Strategy and Consulting

Benedetto Miele, Jr.		51	Vice President, Global Sales

Charlie Ungashick		43	Chief Marketing Officer

Lauren Zajac		41	Vice President, General Counsel and Secretary

Robert Howe(2)(3)		69	Chairman of the Board

David Beirne(1)		50	Director

Patricia Burke(3)		51	Director

Barry Maloney(1)		54	Director

Christopher Menard(1)(2)		40	Director

Ryan Moore(2)(3)		40	Director

(1)

Member of the Compensation Committee.

(2)

Member of the Audit Committee.

(3)

Member of the Nominating and Corporate Governance Committee.

Eric Mosley has served as our chief executive officer and a member of our board of directors since 1999. Prior to joining Globoforce, Mr. Mosley held varied management and technology roles in CSK Software, Bull Cara Group and Logica Aldiscon. He holds a B.Sc. (Eng.) in Electronics, Computers and Telecommunications Engineering from Trinity College.

Stephen Cromwell has served as our chief financial officer since 2005. Prior to joining Globoforce, Mr. Cromwell served as Vice President of Finance for Avaki Corporation, overseeing the negotiation and sale of the company to Sybase. Prior to Avaki, he was Senior Director, Corporate Controller of Allaire Corporation, now a part of Adobe, a leader in web application development tools, application servers and content management software. He graduated summa cum laude with a Bachelor of Science in Accounting from State University of New York (SUNY), Binghamton.

Grant Beckett has served as our vice president, product since 2009. Prior to joining Globoforce, Mr. Beckett served as vice president of product management for human resources outsourcing at Fidelity Investments from 2007 to 2009. Prior to Fidelity, he served as vice president of product strategy and alliances at Kenexa. Mr. Beckett holds a Bachelor of Arts degree in Economics from the University of Virginia.

Jonathan Hyland has served as our chief technology officer since 2001. Prior to Globoforce, Mr. Hyland held IT management and consulting roles for technology companies such as Versatel Telecom (Netherlands) and

Esat Telecom (BT). Mr. Hyland holds a M. Sc. (Eng.) with distinction in Electronic Engineering and a First Class B.Sc. (Eng.) in Computing and Telecommunications from Trinity College Dublin.

Derek Irvine has served as our vice president, client strategy and consulting since 2010. Prior to that, Mr. Irvine acted as our vice president, marketing and consulting from 2004 until 2010 and our head of sales and marketing from 2000 until 2004. Before Mr. Irvine joined Globoforce in 2000, he was a management consultant at Groupe Pernod Ricard and PA Consulting Group. Mr. Irvine holds a master’s degree in international business studies and a bachelor’s degree in commerce from University College Dublin.

Benedetto Miele, Jr. served as our vice president, sales and services, North America since 2006 and was promoted to vice president, global sales in August 2013. Prior to joining Globoforce, Mr. Miele served as vice president, sales and business development at Webhire, a Boston-based company that delivered web-based solutions to human resources departments around the globe. Prior to that, Mr. Miele held senior roles at Brainshark, Inc., Envoy Worldwide, Sitara Networks, Inc. and Desktop Data. Mr. Miele earned a B.A. in economics and philosophy from Brandeis University.

Charlie Ungashick has served as our chief marketing officer since August 2011. Prior to joining Globoforce, Mr. Ungashick was the Vice President of Marketing at Backupify from 2010 through July 2011. Prior to his time at Backupify, Mr. Ungashick was the Vice President of Marketing at xkoto (acquired by Teradata) from 2008 through 2010. Before joining xkoto, Mr. Ungashick held leadership roles in several high-growth companies, including SilverStream Software, Novell, and FileNet. He holds a Bachelor of Arts degree from Fordham University in political science and French and also studied economics at the Universite Paris Sorbonne (Paris IV).

Lauren Zajac has served as our vice president, general counsel since January 2012 and was appointed as our secretary in September 2013. Prior to joining Globoforce, Ms. Zajac was in private practice from 2007 through 2011, serving as outside corporate counsel to a number of technology companies. Prior to that, Ms. Zajac was vice president of corporate affairs and general counsel at Metatomix, Inc., and was vice president, general counsel at Riverdeep, an Irish-based, public educational software company. Ms. Zajac also served as senior counsel for Allaire Corporation, Macromedia, Inc., and counsel for Object Design, Inc. She holds a B.A. from Boston College and a J.D. from Hofstra University School of Law.

Robert Howe has served as chairman of our board of directors since June 2012. Mr. Howe has been the Managing Partner of Highnote Ventures, a firm that does consulting for and investing in high technology start-ups since 2011. Mr. Howe has also served as the Chairman of Montgomery Goodwin Investments, LLC, a private investment consulting firm since 2002. Mr. Howe currently serves on the board of directors for Symphony Teleca Corporation and Diversey Inc. Mr. Howe was the Chief Executive Officer and/or Chairman of Scient Incorporated, an e-business consulting and services company before and during its Chapter 11 bankruptcy filing in July 2002. Prior to that, Mr. Howe was the general manager of IBM’s global banking, financial services and securities business. Mr. Howe holds a B.B.A. from Southern Methodist University and an M.B.A. from Harvard Business School. We believe Mr. Howe’s experience working with and serving on the boards of directors of technology companies qualifies him to serve on our board of directors.

David Beirne has served as a member of our board of directors since March 2012. Mr. Beirne is the Chairman of Fantex Holdings. Mr. Beirne was a Partner at Benchmark Capital from 1997 through 2012. Mr. Beirne co-founded and managed Ramsey/Beirne Associates, a leader in senior management, high-impact search for information technology companies from 1987 through 1997. Mr. Beirne holds a B.S. in business from Bryant University. We believe Mr. Beirne’s experience working in the venture capital industry and working with technology companies qualifies him to serve as a member of our board of directors.

Patricia Burke has served as a member of our board of directors since November 2000. Ms. Burke was a co-founder of Riverdeep Interactive Learning Limited, an Irish-based public education software company. Ms. Burke holds a B.Sc. with honors in Physics and a M. Applied Sc. in Nuclear Medicine, both from

University College Dublin. We believe Ms. Burke’s longstanding relationship with the Company, along with her experience co-founding a successful, public technology company qualifies her to serve on our board of directors.

Barry Maloney has served as a member of our board of directors since December 2001. Mr. Maloney is a General Partner and a founder of Balderton Capital, one of our shareholders. Prior to founding Balderton in 2000, Mr. Maloney spent five years as CEO of Esat Digifone, Ireland’s second largest GSM mobile operator. Before his time at Esat Digifone, Mr. Maloney held various positions with Xerox Corporation and Digital Equipment. Mr. Maloney was a director of Setanta International before and during its June 2009 bankruptcy proceedings. Mr. Maloney holds a degree in Economics from University College Dublin. We believe Mr. Maloney’s experience working in the venture capital industry, working with technology companies and his general management experience in technology companies qualifies him to serve as a member of our board of directors.

Christopher Menard has served as a member of our board of directors since June 2011. Mr. Menard has served as the Chief Financial Officer of Brightcove, Inc. since 2010. Prior to joining Brightcove, Mr. Menard was at Phase Forward Incorporated, a provider of enterprise software and services for clinical trials and drug safety, where he served as Chief Financial Officer from April 2009 to October 2010 and as Vice President of Finance from October 2006 to April 2009. Mr. Menard received an M.B.A. from Boston College, a B.S. in Finance from Babson College and a Graduate Certificate in Accounting from Bentley College. We believe Mr. Menard’s experience with financial accounting matters for complex organizations and oversight of the financial reporting process of public companies qualifies him to serve as a member of our board of directors.

Ryan Moore has served as a member of our board of directors since May 2012. Mr. Moore is a Partner in the technology group at Atlas Venture, one of our shareholders. He joined Atlas in 2011 and focuses on emerging web service companies. Prior to joining Atlas, Mr. Moore was a General Partner at GrandBanks Capital and held roles at SOFTBANK Venture Capital, SOFTBANK Capital Partners and Robertson Stephens. Mr. Moore holds an A.B. in Economics from Princeton University. We believe Mr. Moore’s experience working in the venture capital industry and working with technology companies qualifies him to serve as a member of our board of directors.

Composition of our board of directors

Our board of directors currently consists of seven members, all of whom were elected pursuant to the board composition provisions of our subscription and shareholders’ agreement, which is described under “Certain relationships and related party transactions—Subscription and Shareholders’ Agreement” in this prospectus. Pursuant to their respective rights under our subscription and shareholders’ agreement, Balderton Capital has designated Barry Maloney for election to our board of directors and Atlas Venture has designated Ryan Moore for election to our board of directors. These board composition provisions will terminate upon the closing of this offering. Upon the termination of these provisions, there will be no further contractual obligations regarding the election of our directors. Our nominating committee and board of directors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity and is not limited to race, gender or national origin. We have no formal policy regarding board diversity. Our nominating committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our shareholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, and professional and personal experiences and expertise relevant to our growth strategy.

The directors are appointed at the general meeting of shareholders. A director may, subject to compliance with certain Irish statutory procedures, be removed with or without cause, by a resolution passed by a majority of the votes cast by those present in person or by proxy at a meeting and who are entitled to vote. Our board of directors may also, in certain circumstances, appoint additional directors.

Director independence. Our board of directors has determined that all members of the board of directors, except Mr. Mosley, are independent, as determined in accordance with the rules of the NASDAQ Stock Market and the Securities and Exchange Commission, or SEC. Upon the closing of this offering, we expect that the composition and functioning of our board of directors and each of our committees will comply with all applicable requirements of the NASDAQ Stock Market and the rules and regulations of the SEC. There are no family relationships among any of our directors or executive officers.

Staggered board. Immediately prior to the closing of this offering, our board of directors will be divided into three staggered classes of directors of the same or nearly the same number and each will be assigned to one of the three classes, in a manner similar to a “staggered” board under Delaware law. At each annual general meeting of the shareholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual general meeting of shareholders to be held during the years 2014 for Class I directors, 2015 for Class II directors and 2016 for Class III directors.

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Our Class I directors will be Robert Howe, David Beirne and Ryan Moore;

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Our Class II directors will be Patricia Burke and Barry Maloney; and

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Our Class III directors will be Eric Mosley and Christopher Menard.

Our amended and restated articles of association, which will be effective upon the completion of this offering, provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class shall consist of one third of the board of directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent shareholder efforts to effect a change of our management or a change in control.

Board leadership structure and board’s role in risk oversight

The positions of chairman of the board and chief executive officer are currently separated at Globoforce. We believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow. While our amended and restated articles of association, which will be effective upon the completion of this offering, and corporate governance guidelines do not require that our chairman and chief executive officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Our board of directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our board of directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our company, our board of directors addresses the primary risks associated with those operations and corporate functions. In addition, our board of directors reviews the risks associated with our company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Each of our board committees also oversees the management of our company’s risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our chief financial officer reports to the audit committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our audit committee meets privately with representatives from our independent registered public accounting firm and our chief financial officer. The audit committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our board of directors regarding these activities.

Board committees

Our board of directors has established an audit committee, a compensation committee and a nominating and governance committee, each of which operates pursuant to a separate charter adopted by our board of directors. The composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, the NASDAQ Stock Market and Securities and Exchange Commission rules and regulations.

Audit committee

Messrs. Howe, Menard and Moore currently serve on the audit committee, which is chaired by Mr. Menard. Our board of directors has determined that each of Messrs. Howe and Menard is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the applicable NASDAQ Stock Market rules, and before the expiration of the phase-in period applicable to initial public offerings under the applicable NASDAQ Stock Market rules, all members of our audit committee will be “independent” for audit committee purposes. Each member of the audit committee will meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ Stock Market. Our board of directors has designated Mr. Menard as an “audit committee financial expert,” as defined under the applicable rules of the Securities and Exchange Commission. The audit committee’s responsibilities include:

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appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

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approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

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reviewing the internal audit plan with the independent registered public accounting firm and members of management responsible for preparing our financial statements;

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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

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reviewing the adequacy of our internal control over financial reporting;

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establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

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recommending, based upon the audit committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

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monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

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preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

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reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and

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reviewing quarterly earnings releases and scripts.

Compensation committee

Messrs. Beirne, Maloney and Menard currently serve on the compensation committee, which is chaired by Mr. Beirne. Our board of directors has determined that each of Messrs. Beirne and Menard is “independent” for compensation committee purposes as that term is defined in the applicable NASDAQ Stock Market rules, and before the expiration of the phase-in period applicable to initial public offerings under the applicable NASDAQ Stock Market rules, all members of our compensation committee will be “independent” for compensation committee purposes. The compensation committee’s responsibilities include:

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annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

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evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;

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reviewing and approving the compensation of our other executive officers;

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reviewing and establishing our overall management compensation, philosophy and policy;

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overseeing and administering our compensation and similar plans;

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reviewing and approving our policies and procedures for the grant of equity-based awards;

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reviewing and making recommendations to the board of directors with respect to director compensation;

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reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K; and

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reviewing and discussing with the board of directors corporate succession plans for the chief executive officer and other key officers.

Nominating and corporate governance committee

Messrs. Howe and Moore and Ms. Burke currently serve on the nominating and corporate governance committee, which is chaired by Mr. Howe. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as that term is defined in the applicable NASDAQ Stock Market rules. The nominating and corporate governance committee’s responsibilities include:

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developing and recommending to the board of directors criteria for board and committee membership;

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establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by shareholders;

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identifying individuals qualified to become members of the board of directors;

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

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developing and recommending to the board of directors a set of corporate governance guidelines; and

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overseeing the evaluation of the board of directors and management.

Our board of directors may establish other committees from time to time.

Compensation committee interlocks and insider participation

None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Corporate governance

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon the closing of this offering, our code of business conduct and ethics will be available on our website at www.globoforce.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website.

Executive compensation

Executive compensation overview

Historically, our executive compensation program has reflected our growth and development-oriented corporate culture. To date, the compensation of Eric Mosley, our chief executive officer, and the other executive officers identified in the Summary compensation table below, who we refer to as the Named Executive Officers, has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of ordinary shares and share options. Our executive officers and all salaried employees are also eligible to receive health and welfare benefits.

As we transition from a private company to a publicly-traded company, we will evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require. At a minimum, we expect to review executive compensation annually with input from a compensation consultant. As part of this review process, we expect the board of directors and the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee.

Compensation tables

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by, and paid to each individual who served as our Chief Executive Officer at any time during the last completed fiscal year and the two most highly-compensated executive officers (other than the Chief Executive Officer) who were serving as executive officers at the end of the last completed fiscal year for services rendered in all capacities to the company for the year ended December 31, 2013. Mr. Mosley, Mr. Miele and Mr. Irvine are our Named Executive Officers for 2013. Ms. Zajac’s compensation for the year ended December 31, 2012 has been included in the table below because she was a Named Executive Officer for 2012.


Name and Principal Position	Year		Salary ($)		Bonus (1) ($)		Option Awards (2) ($)			Non-Equity Incentive Plan Compensation (3) ($)		All Other Compensation ($)			Total ($)

Eric Mosley,		2013		256,250		—		—			113,160		120,539	(4)		489,949
Chief Executive Officer		2012		250,000		4,600		—			40,400		140,112	(4)		435,112

Benedetto Miele,		2013		220,000		—		—			203,273		6,681	(5)		429,954
Vice President, Sales and Services North America		2012		196,520		—		—			257,160		2,102	(5)		455,782

Derek Irvine,		2013		215,796		—		—			88,688		4,876	(7)		309,360
Vice President, Client Strategy and Consulting (6)

Lauren Zajac,		2012		188,660		2,185		134,292	(9)		19,190		2,262	(10)		346,589
Vice President, General Counsel & Secretary (8)

(1)

The amounts reported reflect additional bonus amounts approved by the board of directors for the year ended December 31, 2012 in excess of the amounts earned under the Company’s executive management bonus plan.

(2)

The amounts reported reflect the grant date fair value of the share options granted to the Named Executive Officers during the year ended December 31, 2013 as computed in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation-Stock Compensation. Such amounts do not include any estimates of forfeitures. The valuation assumptions used in calculating the grant date fair value of the share options are set forth in Note 2 to our consolidated financial statements included elsewhere in this prospectus.

(3)

The amounts reported reflect payments made to Mr. Mosley, Mr. Irvine and Ms. Zajac under the Company’s performance-based executive management bonus plan approved by the board of directors and payments made to Mr. Miele under the Company’s sales compensation plan.

(4)

The amounts reported reflect amounts paid to Mr. Mosley for housing, travel to Ireland, tax preparation and amounts earned under the Company’s employee recognition program and an associated tax gross-up of $48,816 in 2013 and $55,866 in 2012. In addition, life insurance premiums of $240 in 2013 and $210 in 2012 paid by the company are included.

(5)

The amounts reported reflect amounts earned by Mr. Miele under the Company’s employee recognition program and related employment tax gross-up of $2,879 in 2013 and $606 in 2012. In addition, life insurance premiums of $552 in 2013 and $146 in 2012 paid by the company are included.

(6)

Mr. Irvine is paid in Euros and his compensation has been converted into U.S. dollars using the currency exchange rate as of December 31, 2013 of 1 Euro to 1.3768 U.S. dollars.

(7)

The amount reported reflects amounts earned by Mr. Irvine under the Company’s employee recognition program and related employment tax gross-up of $2,536.

(8)

Ms. Zajac’s employment with the Company began in January 2012. Ms. Zajac was a Named Executive Officer for the year ended December 31, 2012 but is not a Named Executive Officer for the year ended December 31, 2013 and, accordingly, her 2013 compensation has been omitted from the table.

(9)

The amount reported reflects an option to purchase 51,215 ordinary shares. This share option vests over a four-year period at a rate of 25% of the ordinary shares underlying the option on each of the first four anniversaries of the vesting commencement date of January 3, 2012.

(10)

The amount reported reflects amounts earned by Ms. Zajac under the Company’s employee recognition program and related employment tax gross-up of $652. In addition, life insurance premiums of $160 paid by the company are included.

Narrative disclosure to the summary compensation table

Employment arrangements with our named executive officers

Eric Mosley. We have entered into an employment agreement with Eric Mosley for the position of Chief Executive Officer. Mr. Mosley currently receives a base salary of $275,000, which may be adjusted at the discretion of the board of directors or the compensation committee. Mr. Mosley is also eligible to participate in our management bonus plan or other applicable bonus plan with target annual incentive compensation equal to 40% of his base salary and receives an annual stipend for travel and related expenses associated with travel to and from Ireland in the amount of $95,000. Mr. Mosley is eligible to participate in our employee benefit plans, to the extent he is eligible for such plans.

Benedetto Miele, Jr. We have entered into an employment agreement with Benedetto Miele, Jr. for the position of Vice President of Global Sales. Mr. Mele currently receives a base salary of $220,000, which may be adjusted at the discretion of the board of directors or the compensation committee. Mr. Miele is also eligible to participate in our management bonus plan or other applicable bonus plan with target annual incentive compensation equal to $176,000, which amount may be adjusted at the discretion of the board of directors or the compensation committee. Mr. Miele is eligible to participate in our employee benefit plans, to the extent he is eligible for such plans.

Derek Irvine. We have entered into an employment agreement with Derek Irvine for the position of Vice President Client Strategy and Consulting Services. Mr. Irvine currently receives a base salary of EUR 166,000, which may be adjusted at the discretion of the board of directors or the compensation committee. Mr. Irvine is also eligible to participate in our management bonus plan or other applicable bonus plan with target annual incentive compensation equal to EUR 58,100, which amount may be adjusted at the discretion of the board of directors or the compensation committee. Mr. Irvine is eligible to participate in our employee benefit plans, to the extent he is eligible for such plans.

Payments provided upon termination for good reason or without cause

Under the terms of the employment agreements we have entered into with our named executive officers, if we terminate the named executive officer’s employment without cause or the named executive officer terminates his employment with us for good reason, the named executive officer will be entitled to receive the following payments and benefits:

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an amount equal to 100% of his then-current annual base salary in the case of Mr. Mosley and 75% of his then-current annual base salary in the case of Messrs. Miele and Irvine; and

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if the named executive officer was participating in our group health plan immediately prior to the date of termination and elects COBRA continuation, monthly cash payments in an amount equal to the monthly employer contribution that we would have made to provide health insurance to the named executive officer if he had remained employed with us until the earlier of 12 months following the date of termination in the case of Mr. Mosley and nine months following the date of termination in the case of Messrs. Miele and Irvine or the end of the named executive officer’s COBRA health continuation period.

Such amounts shall be paid out in substantially equal installments in accordance with our payroll practice over 12 months or nine months, as applicable, commencing 60 days after the date of termination. The payment of any such severance compensation is subject to the named executive officer’s execution and non-revocation of a separation agreement containing, among other things, a general release of claims in favor of us and related person and entities and confidentiality, return of property and non-disparagement provisions.

Payments provided upon a change in control

Under the terms of the employment agreements we have entered into with our named executive officers, if the named executive officer terminates his employment for good reason or if we terminate his employment without cause, in either case within 12 months following a change in control, the named executive officer will be entitled to receive the following payments and benefits. If such a termination occurs within 12 months following a change in control, the payments and benefits described below will be paid in lieu of, and not in addition to, the severance payments and benefits described above.

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an amount equal to the sum of (i) the named executive officer’s then-current annual base salary (or, if higher, the named executive officer’s annual base salary in effect immediately prior to the change in control) and (ii) the named executive officer’s target annual incentive compensation for the then-current fiscal year, such amount payable in substantially equal installments in accordance with our payroll practice over 12 months;

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all stock options or other stock-based awards held by the named executive officer shall immediately accelerate and become fully exercisable and nonforfietable as of the date of termination; and

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if the named executive officer was participating our group health plan immediately prior to the date of termination and elects COBRA continuation, monthly cash payments in an amount equal to the monthly employer contribution that we would have made to provide health insurance to the named executive officer if he had remained employed with us until the earlier of 12 months following the date of termination or the end of the named executive officer’s COBRA health continuation period.

The payment of any such severance compensation is subject to the named executive officer’s execution and non-revocation of a separation agreement containing, among other things, a general release of claims in favor of us and related person and entities and confidentiality, return of property and non-disparagement provisions.

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Definitions

For purposes of the employment agreements with the named executive officers, “cause” means:

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conduct by the named executive officer constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of our funds or property or that of any of our subsidiaries or affiliates other than the occasional, customary and de minimis use of company property for personal purposes;

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the commission by the named executive officer of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the named executive officer that would reasonably be expected to result in injury or reputational harm to us or any of our subsidiaries and affiliates if the named executive officer were retained in his position;

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continued non-performance by the named executive officer of his duties under the employment agreement (other than by reason of the named executive officer’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the board of directors; or

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failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by us to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For purposes of the employment agreements, “change in control” means:

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the sale of all or substantially all of our assets on a consolidated basis to an unrelated person or entity;

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a merger, reorganization or consolidation pursuant to which the holders of our outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction (including without limitation by way of a takeover offer pursuant to the Irish Takeover Rules or a scheme of arrangement pursuant to the Companies Acts 1963 to 2009 of Ireland);

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the sale of all of our ordinary shares an unrelated person or entity; or

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any other transaction in which the owners of our outstanding voting power prior to such transaction do not own at least a majority of our outstanding voting power or the voting power of any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from us.

For purposes of the employment agreements, “good reason” means that the named executive officer has complied with the “good reason process” following the occurrence of any of the following events without his consent:

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a material diminution in the named executive officer’s responsibilities, authority or duties;

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a material diminution in the named executive officer’s base salary except for across-the-board salary reductions based on our financial performance similarly affecting all or substantially all senior management employees;

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a material change in the geographic location at which the named executive officer provides services to us; or

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the material breach of the employment agreement by us.

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Any change to the named executive officer’s title shall not, itself, constitute good reason.

For purposes of the employment agreements, “good reason process” means:

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the named executive officer reasonably determines in good faith that a good reason condition has occurred;

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the named executive officer notifies us in writing of the first occurrence of the good reason condition within 60 days of the first occurrence of such condition;

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the named executive officer cooperates in good faith with our efforts, for a period not less than 30 days following such notice, or the Cure Period, to remedy the condition;

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notwithstanding such efforts, the good reason condition continues to exist; and

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the named executive officer terminates his employment within 60 days after the end of the Cure Period. If we cure the good reason condition during the Cure Period, good reason shall be deemed not to have occurred.

Outstanding equity awards at fiscal year-end table – 2013

Mr. Mosley, Mr. Miele and Mr. Irvine, our Named Executive Officers for 2013, did not hold any share options or other equity awards as of December 31, 2013, and accordingly, we have omitted the Outstanding Equity Awards at Fiscal Year-End Table.

In January 2014, share option grants and grants of restricted share units covering a total of 308,813 shares were issued to named executive officers, to be effective upon and subject to the closing of this offering, as follows:

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Eric Mosley – 172,500 share option grants and 94,875 restricted stock units

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Benedetto Miele – 16,050 share option grants and 8,813 restricted stock units

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Derek Irvine – 10,700 share option grants and 5,875 restricted stock units

Director compensation

We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in the year ended December 31, 2013 and, accordingly, we have omitted the 2013 Director Compensation Table. Mr. Mosley, who is our Chief Executive Officer, receives no compensation for his service as a director, and, compensation received by Mr. Mosley as an employee of the company during 2013 is presented in “Summary Compensation Table.”

In 2013, we did not maintain any standard fee arrangements for the non-employee members of our board of directors for their service as a director. We intend to put in place a formal director compensation policy for all of our non-employee directors following the completion of this offering. Such policy will be disclosed and subsequently filed on a Current Report on Form 8-K

As of December 31, 2013, Mr. Beirne, Ms. Burke, Mr. Howe and Mr. Menard held share options covering 84,510, 122,000, 128,050 and 50,195 ordinary shares, respectively. None of the other non-employee members of our board of directors held share options or any other unvested share-based awards as of that date.

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Compensation risk assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Employee share plans

Share options

The equity incentive plans described in this section are the Globoforce Limited Employee Share Option Scheme, or the 2009 Plan, the Globoforce Limited 2012 Stock Option and Incentive Plan, or the 2012 Plan, and the Globoforce Limited 2014 Employee Share Purchase Plan, or the ESPP. Prior to this offering, we granted awards to eligible participants under the 2009 Plan and the 2012 Plan. Following the closing of this offering, we expect to grant awards to eligible participants only under the 2012 Plan.

2009 Plan

Our 2009 Plan was adopted by our board of directors in 2009 as a substitution of the 2001 Employee Share Option Scheme, as amended, and was approved by our shareholders in August 2009. We initially reserved 2,627,500 ordinary shares for issuance under our 2009 Plan. An increase in the ordinary shares reserved for issuance to 3,273,840 was approved by our board of directors in October 2011 and by our shareholders in December 2011. The 2009 Plan, in contrast to the 2012 Plan described below, provided only for the granting of standard options to acquire ordinary shares to directors, employees and certain other service providers of any “participating company,” as defined in the 2009 Plan.

The shares issuable pursuant to options granted under the 2009 Plan were authorized but unissued shares. The ordinary shares underlying any awards that are surrendered or become unexercisable without having been exercised are added to the shares available for issuance under the 2012 Plan.

The 2009 Plan was administered by our board of directors, which had full power to select the employees, directors and service providers of the participating companies to whom options would be granted and to determine the specific terms and conditions of each grant, subject to the provisions of the 2009 Plan.

The option exercise price of each option granted under the 2009 Plan was determined by our board of directors and was not to be less than the then nominal value of an ordinary share. The contractual term of each option is seven years from the date of grant. The board of directors determined at what time or times each option may be exercised when granting the option.

The 2009 Plan provided that, if a person acquired substantially all of our business or obtained control of Globoforce as a result of a general offer to all of the holders of ordinary shares, the board of directors may resolve that the holders of options under the 2009 Plan would have six months to exercise their options. If a holder failed to exercise his options during such period, his options would terminate unless otherwise determined by the board of directors. Alternatively, upon certain changes of control of the Company, the board could require that options be substituted with new awards of the successor entity, on substantially identical terms.

Our board of directors could amend the 2009 Plan but no such action could adversely affect rights of an option holder without the holder’s consent. Approval of our shareholders of amendments to the 2009 Plan would be obtained if required by law.

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As of December 31, 2013, options to purchase 572,090 ordinary shares were outstanding under the 2009 Plan. Ordinary shares originally reserved for issuance under our 2009 Plan but which were not issued or subject to outstanding grants on the effective date of our 2012 Plan, and shares subject to outstanding options or forfeiture restrictions under our 2009 Plan on the effective date of our 2012 Plan that are subsequently forfeited or terminated for any reason before being exercised, will become available for awards under our 2012 Plan.

2012 Plan

In March 2012, our board of directors adopted our 2012 Plan to replace the 2009 Plan. Our 2012 Plan was most recently amended in September 2013 subject to the effectiveness of this registration statement to which this prospectus is a part. Our 2012 Plan provides us flexibility to use various equity-based incentive and other awards as compensation tools to motivate our workforce. These tools include options, restricted share units and cash awards.

As amended, we will have reserved the sum of 1,053,450 ordinary shares plus 542,250 shares that were available for issuance under the 2009 Plan immediately prior to the adoption of the 2012 Plan. As amended, the 2012 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, 2014, by up to 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. This number is subject to adjustment in the event of a share split, share dividend or other change in our capitalization. In addition, shares not needed to fulfill any obligations under the 2009 Plan are also available for issuance under the 2012 Plan.

The shares issuable pursuant to options granted under the 2012 Plan will be authorized but unissued shares or shares that we reacquire. The ordinary shares underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of ordinary shares, expire or are otherwise terminated (other than by exercise) under the 2012 Plan and the number of shares that are not needed to fulfill obligations for awards under the 2009 Plan as a result of forfeiture, expiration, cancellation, termination or net issuances of awards under the 2009 Plan are added back to the ordinary shares available for issuance under the 2012 Plan. As of December 31, 2013, options to purchase 1,012,110 ordinary shares were outstanding (including 572,090 under the 2009 Plan and 440,020 under the 2012 Plan). There are 354,185 shares available for future grant under our 2012 Plan as of December 31, 2013.

Under the 2012 Plan, as amended, share options with respect to no more than 2,500,000 ordinary shares may be granted to any one individual in any one calendar year and the maximum “performance-based award” payable to any one individual under the 2012 Plan is 2,500,000 ordinary shares or U.S. $3,000,000 in the case of cash-based awards. The maximum number of shares that may be issued as incentive stock options in any one calendar year period under the 2012 Plan, as amended, may not exceed 1,053,450 ordinary shares cumulatively increased on January 1, 2014 and on each January 1 thereafter by the lesser of 5% or 5,000,000 shares.

The 2012 Plan is administered by the compensation committee of the board of directors. The 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 2012 Plan. Both employees and non-employee directors are eligible to receive awards under the 2012 Plan.

The 2012 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 options that do not so qualify. The exercise price of each share option will be determined by our compensation committee but may not be less than 100% of the fair market value of our ordinary shares on the date of grant or, in the case of an incentive stock option

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granted to a 10% owner, less than 110% of the fair market value of our ordinary shares on the date of grant. The term of each share option will be fixed by the compensation committee and may not exceed seven years from the date of grant (or five years in the case of a 10% owner). The compensation committee will determine at what time or times each option may be exercised.

The compensation committee may award 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 performance goals and/or continued employment with us through a specified vesting period. The compensation committee may also grant cash-based awards to participants subject to such conditions and restrictions as it may determine.

The compensation committee may grant performance-based awards to participants in the form of restricted share units or cash-based awards upon the achievement of certain performance goals and such other conditions as the compensation committee shall determine. The compensation committee may grant such performance-based awards under the 2012 Plan that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Those awards would only vest or become payable upon the attainment of performance goals that are established by our compensation committee and related to one or more performance criteria. The performance criteria that would be used with respect to any such awards include: revenues, expense levels, cash flow, business development and financing milestones and developments, earnings before interest, taxes, depreciation and amortization, 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, funds from operations or similar measure, 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 ordinary share, 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 any one employee during any one calendar year period is 2,500,000 ordinary shares with respect to a share-based award and $3,000,000 with respect to a cash-based award.

The 2012 Plan provides that, upon a general offer to all of the holders of ordinary shares or in the event that a person becomes entitled or bound to acquire our shares, the compensation committee may accelerate the exercisability of all options, subject to the provisions of the 2012 Plan. If the compensation committee does not accelerate the options as provided above and, subject to the consummation of a “sale event,” as defined in the 2012 Plan, all outstanding awards made under the 2012 Plan shall terminate unless the parties to such sale event agree that the successor entity will assume or continue the awards or to substitute such awards with new awards of the successor entity or parent thereof. In addition, in the event of such termination, we may make or provide for a cash payment to participants holding options, in exchange for cancellation thereof, equal to the difference between the per share cash consideration payable to shareholders in the sale event and the exercise price of the options. We also have the option, in the event of such termination, to make or procure a cash payment to grantees holding other awards, in exchange for cancellation thereof, in an amount equal to the per share cash consideration payable to shareholders (less per share exercise price) in the sale event multiplied by the number of ordinary shares underlying each such award.

Our board of directors may amend or discontinue the 2012 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 2012 Plan may require the approval of our shareholders.

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No awards may be granted under the 2012 Plan after the date that is seven years from the date of shareholder approval of the 2012 Plan.

2014 Employee Share Purchase Plan

In February 2014, our board of directors adopted and our shareholders subsequently approved the ESPP. The ESPP authorizes the issuance of up to a total of 350,000 ordinary shares to participating employees.

All employees who we have employed for at least six months and 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 will make one or more offerings each year to our employees to purchase shares under the ESPP. The first offering will begin on June 1, 2014 and will end on the following November 30^th. Subsequent offerings will usually begin on each June 1^st and December 1^st 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 of up to 10% of his or her base compensation during an offering period. Unless the 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 ordinary shares on the first business day or the last business day of the offering period, whichever is lower, provided that no more than 2,500 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 start of the purchase period, under the ESPP in any calendar year.

The accumulated payroll deductions of any employee who is not a participant on the last day of an offering period will be refunded. 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.

The ESPP may be terminated or amended by our board of directors at any time. An amendment that increases the number of ordinary shares that are authorized under the ESPP and certain other amendments require the approval of our shareholders.

Senior Executive Cash Incentive Bonus Plan

In September 2013, our board of directors adopted the Senior Executive Cash Incentive Bonus Plan, or the Bonus Plan. The Bonus Plan provides for cash bonus payments based upon the attainment of performance targets established by our compensation committee. The payment targets will be related to financial and operational measures or objectives with respect to our company, or Corporate Performance Goals, as well as individual performance objectives.

Our compensation committee may select Corporate Performance Goals from among the following: revenues; 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; 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); 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; annual spend estimate for new customers signed; number of billable

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awards; and billings and billings retention rate, any of which may be measured in absolute terms, as compared to any incremental increase, in terms of growth, or as compared to results of a peer group.

Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period. The bonus formulas will be adopted in each performance period by the compensation committee and communicated to each executive. The Corporate Performance Goals will be measured at the end of each performance period after our financial reports have been published or such other appropriate time as the compensation committee determines. If the Corporate Performance Goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any agreement between the executive officer and us, an executive officer must be employed by us on the bonus payment date to be eligible to receive a bonus payment. The Bonus Plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion.

401(k) plan

We maintain a tax-qualified retirement plan that provides eligible employees in the United States with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their contributions are 100% vested when contributed. To date, we have made Safe Harbor matching contributions for non-highly compensated employees under the Section 401(k) plan, which have not been material to any individual year. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The retirement plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

In addition, we maintain defined contribution plans for employees in Ireland and the United Kingdom for which we have historically made matching contributions which have not been material to any individual year.

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Certain relationships and related party transactions

Other than compensation arrangements, we describe below transactions and series of similar transactions, during our last three fiscal years, to which we were a party or will be a party, in which:

•

the amounts involved exceeded or will exceed $120,000; and

•

any of our directors, executive officers or holders of more than 5% of our ordinary shares, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Compensation arrangements for our directors and named executive officers are described elsewhere in this prospectus.

Subscription and Shareholders’ Agreement

Shareholders, including entities affiliated with Atlas Venture and Balderton Capital, each of which is a holder of more than 5% of our outstanding ordinary shares, Eric Mosley, our chief executive officer, a holder of more than 5% of our outstanding ordinary shares and a member of our board of directors, Patricia Burke, another member of our board of directors and a holder of more than 5% of our outstanding ordinary shares and Edward Wallace, Patricia Burke’s husband, are parties to a Subscription and Shareholders’ Agreement, dated as of August 18, 2004, which governs, among other things, the election of directors and certain rights of first refusal and first offer, which will terminate upon the closing of this offering. Additionally, these shareholders are entitled to rights with respect to registration of their shares following our initial public offering under the Securities Act. For a description of these registration rights, see “Description of share capital—Registration rights.”

Board compensation

We intend to pay non-employee directors for board meeting attendance, and certain of our non-employee directors have received options to purchase our ordinary shares. For more information regarding these arrangements, see “Executive compensation—Director compensation.”

Employment agreements

We have entered into offer letters or employment related agreements with each of our executive officers. For more information regarding these arrangements, see “Executive compensation—Narrative disclosure to the summary compensation table.”

Indemnification agreements

Our wholly-owned subsidiary, Globoforce, Inc. will enter into agreements to indemnify each of our directors and executive officers to the maximum extent allowed under Massachusetts law. These agreements will, among other things, indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of the company or that person’s status as a member of our Board of Directors.

Arrangement with Eric Mosley

On May 20, 2011 and July 22, 2011, Eric Mosley, our chief executive officer and one of our directors, received an aggregate of $2,000,000 from us pursuant to two agreements. These agreements require Mr. Mosley to

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repay us $2,500,000 in cash, ordinary shares he currently holds or a combination of cash and ordinary shares. On November 8, 2013, Mr. Mosley repaid the entire $2,500,000 by settlement of 149,705 ordinary shares.

Share options

We have granted options to purchase ordinary shares to certain of our directors and executive officers. See “Executive compensation—Director compensation.”

Policies for approval of related party transactions

Our board of directors reviews and approves transactions with directors, officers and holders of 5% or more of our voting securities and their affiliates, or each, a related party. Prior to this offering, the material facts as to the related party’s relationship or interest in the transaction are disclosed to our board of directors prior to their consideration of such transaction, and the transaction is not considered approved by our board of directors unless a majority of the directors who are not interested in the transaction approve the transaction. Further, when shareholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction are disclosed to the shareholders, who must approve the transaction in good faith.

In connection with this offering, we intend to adopt a written related party transactions policy that such transactions must be approved by our audit committee or another independent body of our board of directors.

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Principal and selling shareholders

The following table sets forth certain information known to us regarding beneficial ownership of our ordinary shares as of March 1, 2014, as adjusted to reflect the sale of ordinary shares offered by us and the selling shareholders in this offering, for:

•

each person known by us to be the beneficial owner of more than 5% of our ordinary shares;

•

our named executive officers;

•

each of our other directors;

•

all executive officers and directors as a group; and

•

the selling shareholders.

To the extent that the underwriters sell more than ordinary shares in this offering, the underwriters have the option to purchase up to an additional shares at the initial public offering price less the underwriting discount. To our knowledge, each selling shareholder purchased the ordinary shares in the ordinary course of business and, at the time of acquiring the securities to be resold, the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities. Except as set forth in the footnotes below, no selling shareholder has had a material relationship with us in the past three years or is a broker-dealer or an affiliate of a broker-dealer.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them.

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The table lists applicable percentage ownership based on 23,918,340 ordinary shares outstanding as of March 1, 2014 and also lists applicable percentage ownership based on ordinary shares assumed to be outstanding after the closing of the offering. Options to purchase ordinary shares that are exercisable within 60 days of March 1, 2014 are deemed to be beneficially owned by the persons holding these options for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage.


	Shares beneficially owned prior to offering				Shares offered	Shares beneficially owned after the offering
Name and address of beneficial owner(1)	Number		Percent		Shares offered	Number	Percent

5% shareholders
Entities affiliated with Atlas Venture(2)		7,506,000		31.4%
Entities affiliated with Balderton Capital I, L.P.(3)		9,931,000		41.5%

Named executive officers and director
Eric Mosley		2,591,795		10.8%
Benedetto Miele		137,870		*
Derek Irvine		249,000		1.0%

Other directors
David Beirne		21,130		*
Patricia Burke(4)		1,280,500		5.3%
Robert Howe(5)		32,015		*
Barry Maloney		—		—
Christopher Menard(6)		25,100		*
Ryan Moore		—		—
All directors and executive officers as a group (14 persons)(7)		4,946,120		20.3%

Other selling shareholders

Represents beneficial ownership of less than one percent.

(1)

Unless otherwise indicated, the address for each beneficial owner is c/o Globoforce Limited, 21 Beckett Way, Parkway Business Park, Dublin 12, Ireland.

(2)

Consists of (a) 7,156,115 shares held by Atlas Venture Fund VI, L.P., or Atlas VI, (b) 131,175 shares held by Atlas Venture Fund VI GmbH & Co. KG, or Atlas GmbH and (c) 218,710 shares held by Atlas Venture Entrepreneurs Fund VI, L.P., or Atlas EVC. Atlas Venture Associates VI, L.P., or AVA VI L.P., is the sole general partner of the Atlas VI and Atlas EVC and the managing limited partner of Atlas GmbH. Atlas Venture Associates VI, Inc., or AVA VI Inc., is the sole general partner of AVA VI L.P. Jean-Francois Formela, M.D., Jeffrey Fagnan and Kristen Laguerre are each directors of AVA VI Inc. As a result, they may be deemed to have beneficial ownership with respect to all shares held by AVA VI Inc. The principal address for each of the Atlas Funds is 25 First Street, Suite 303, Cambridge, MA 02141.

(3)

Consists of 9,931,000 shares held by Balderton Capital I, L.P. or Balderton I, as nominee for Balderton Capital I, L.P., Balderton Capital Founders’ Fund I, L.P., Balderton Capital Founders’ Fund I-A, L.P., Balderton Capital SLP Fund I, L.P. and related individuals managed by Balderton Capital Management (U.K.) LLP. Balderton Capital Partners , L.P. or BCP is the sole general partner of Balderton I. Balderton Capital General Partner, L.L.C., or BCGP, is the sole general partner of BCP. Balderton Capital Investments Limited is the sole equity holder of BCGP. Barry Maloney, Jerome Misso, Michael Davy and Kevin Brennan are each directors of Balderton Capital Investments Limited. As a result, they may be deemed to have beneficial ownership with respect to all shares held by Balderton Capital Investments Limited. The principal address for each of the Balderton Funds 20 Balderton Street, London, W1K 6TL, United Kingdom.

(4)

Consists of (i) 579,500 shares held by Ms. Burke (ii) 579,000 shares held by Edward Wallace, Ms. Burke’s spouse and (iii) options to purchase 122,000 shares that are currently exercisable or will be exercisable within 60 days after March 1, 2014.

(5)

Consists of options to purchase 32,015 shares that are currently exercisable or will be exercisable within 60 days after March 1, 2014.

(6)

Consists of options to purchase 25,100 shares that are currently exercisable or will be exercisable within 60 days after March 1, 2014.

(7)

Consists of (i) 4,491,290 shares beneficially owned by our current directors and executive officers and (ii) options to purchase 454,830 shares that are currently exercisable or will be exercisable within 60 days after March 1, 2014.

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Description of share capital

We are an Irish public company with limited liability and our affairs are governed by our memorandum of association and amended and restated articles of association, or our Articles, and Irish law.

The following description of our share capital is a summary. This summary is subject to the Irish Companies Acts and to the complete text of our Articles (which we will adopt substantially in the form attached as Exhibit 3.2 to the registration statement prior to the closing of this offering).

Capital structure

Authorized share capital

At the closing of this offering, our authorized share capital will be $ , divided into ordinary shares with a nominal value of $0.01 per share and 40,000 ordinary shares of €1.00 each. The authorised share capital includes 40,000 Euro Shares in order to satisfy statutory requirements for the incorporation of all Irish public limited companies. Each of the Euro Shares will be re-designated on closing of this offering as one deferred share of €1.00 each. 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 this offering.

Except as otherwise specified below, references to voting by our shareholders contained in this Description of share capital are references to voting by holders of shares entitled to attend and vote generally at general meetings of our shareholders. Immediately after the closing of this offering, our only issued and outstanding shares will be the ordinary shares.

We have the authority, pursuant to our Articles, to increase our authorized but unissued share capital by ordinary resolution by creating additional shares of any class or series. An ordinary resolution of our company requires more than 50% of the votes cast at a shareholders’ meeting by shareholders entitled to vote at that meeting.

As a matter of Irish law, the board of directors of a company may issue authorized but unissued new shares without shareholder approval once authorized to do so by the articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary

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resolution. Because of this requirement of Irish law, our Articles authorize our board of directors to issue new shares up to the amount of our authorized but unissued share capital without shareholder approval for a period of five years from the date our Articles are adopted in substantially the form attached as Exhibit 3.2. We expect that we will seek to renew such general authority at an annual general meeting before the end of that five-year period.

Our Articles authorize our board of directors, without shareholder approval, to determine the terms of the undesignated shares issued by us. Our board of directors is authorized, without obtaining any shareholder vote or consent, to provide from time to time for the issuance of ordinary shares or other classes or series of shares and to establish the characteristics of each such other class or series, including the number of shares and their preferred or deferred or other special rights and privileges or limitations, conditions and restrictions, whether in regard to dividend, voting, return of capital, conversion, redemption or otherwise.

Outstanding shares

As of December 31, 2013, there were 23,918,340 ordinary shares outstanding and held of record by approximately 43 shareholders, assuming the conversion of all outstanding preferred shares.

Issued share capital

Immediately prior to this offering, our issued share capital will be € divided into ordinary shares with a nominal value of € per share.

Our shares issued pursuant to this offering will be issued credited as fully-paid and will be non-assessable.

Memorandum of Association

Our principal object is to carry on internationally as sales specialists and consultants, business advisors, marketers, advertising and public relation consultants and contractors. The rest of our objects are set out in full in clause 2 of our memorandum of association.

Articles of Association

Issuing shares

Our Articles provide that without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as our shareholders may by ordinary resolution determine or, subject to and in default of such determination, as our board of directors shall determine.

Under the Irish Companies Act and our Articles, we may issue redeemable shares and redeem them out of distributable reserves or the proceeds of a new issue of shares for that purpose. The Company may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is no less than 10% of the nominal value of the total issued share capital of the Company. Any of our unissued shares (whether forming part of the original or any increased capital) may be issued by resolution of our board of directors.

Bonus shares

Under our Articles, our board of directors may authorize the capitalization of any amount at the relevant time standing to the credit of any of our reserves (including any capital redemption reserve fund or share premium account) or to the credit of the profit and loss account for issuance and distribution to shareholders as fully-paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

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Lien and forfeiture

Our Articles provide that we have a first and paramount lien on every share (not being a fully-paid share) for all monies payable to us (whether presently or not) in respect of that share. Subject to the terms of allotment, our board of directors may from time to time make calls on our shareholders in respect of any monies unpaid on their shares. If a payment is not made when due, our board of directors may give not less than 14 days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by us by reason of such non-payment. If that notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of our board of directors. The forfeiture shall include all dividends or other monies payable in respect of the forfeited shares which have not been paid before the forfeiture.

Variation of share capital and variation of rights

Our shareholders from time to time, by ordinary resolution, may increase our authorized share capital by such sum to be divided into shares of such amount as the resolution shall prescribe. Our shareholders, by ordinary resolution may:

•

consolidate and divide all or any of our share capital into shares of larger amounts;

•

subdivide our shares, or any of them, into shares of smaller amounts; or

•

cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of our authorized share capital by the amount of the shares so cancelled.

Our shareholders may, by special resolution, and subject to confirmation by the Irish High Court, reduce our share capital, any capital redemption reserve fund or any share premium account.

The rights attached to any class may be varied or abrogated with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class and may be so varied or abrogated either while we remain a going concern or during or in contemplation of winding-up.

No limitations on voting rights of non-resident or foreign owners

There are no limitations on the rights of non-resident or foreign owners to hold or vote the ordinary shares imposed by Irish law or by our amended and restated Articles.

Pre-emption rights, share warrants and share options

Under Irish law certain statutory pre-emption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, we have opted out of these pre-emption rights in our Articles as permitted under the Irish Companies Acts. Because Irish law requires this opt-out to be renewed every five years by a resolution approved by not less than 75% of the votes of our shareholders cast at a general meeting, referred to under Irish law as a special resolution, our Articles provide that this opt-out must be so renewed. If the opt-out is not renewed, shares issued for cash must be offered to our shareholders at the time the shares are being offered on a pro rata basis to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration (such as in a share-for-share acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee share option or similar equity plan.

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Our Articles provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which we are subject, our board of directors is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as our board of directors deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as our board of directors may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Acts provide that directors may issue share warrants or options without shareholder approval once authorized to do so by our Articles or an ordinary resolution of shareholders. We will be subject to the rules of the NASDAQ Stock Market, the rules and regulations of the Securities and Exchange Commission and the provisions of Irish company law that require shareholder approval of certain equity plan and share issuances. We may issue shares upon exercise of warrants or options without shareholder approval or authorization (up to the relevant authorized share capital limit).

Dividends

Under Irish law, dividends and other distributions may only be made from distributable reserves. Distributable reserves generally means accumulated realized profits less accumulated realized losses and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made unless our net assets are equal to, or in excess of, the aggregate of our called up share capital plus undistributable reserves and the distribution does not reduce our net assets below such aggregate. Undistributable reserves include the share premium account, any capital redemption reserve fund and the amount by which our accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed our accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

The determination as to whether or not we have sufficient distributable reserves to fund a dividend must be made by reference to our relevant accounts. The relevant accounts will be either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Irish Companies Acts, which give a true and fair view of our unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

Our Articles authorize our board of directors to declare dividends to the extent the board of directors determines that dividends are justified by profits without shareholder approval. Our board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Our board of directors may direct that the payment be made by distribution of assets, shares or cash and no dividend issued may exceed the amount recommended by the directors.

Pursuant to our Articles, our board of directors may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to the Company in relation to our shares.

Our board of directors may also authorize us to issue shares with preference rights to participate in dividends declared by us. The holders of preference shares may, depending on their terms, rank senior to our ordinary shares in terms of dividend rights and/or be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders.

For a discussion of the Irish tax issues relating to dividend payments, see “Taxation – Taxation in Ireland – Dividend withholding tax.”

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Share repurchases, redemptions and conversions

Repurchases and redemptions

Under Irish law, we may issue redeemable shares and redeem them out of distributable reserves or the proceeds of a new issue of shares for that purpose. See “—Dividends” and “Risk factors – Risks related to this offering and ownership of our ordinary shares—Our ability to pay dividends, or repurchase or redeem our ordinary shares, is limited by law and contract and is dependent on the availability of distributable reserves and, therefore, you may never receive dividends on our ordinary shares and we may never be able to repurchase or redeem our shares.” We may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of our total issued share capital. All redeemable shares must also be fully-paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Based on the provision of our Articles described above, shareholder approval will not be required to redeem our shares.

Our board of directors may also authorize us to purchase our own shares on-market which would take effect on the same terms and be subject to the same conditions as applicable to purchases by our subsidiaries as described below.

Our board of directors may also issue preference shares which may be redeemed at the option of either us or the shareholder, depending on the terms of such preference shares. Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by us at any time must not exceed 10% of the nominal value of the issued share capital of us. We may not exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be cancelled by us or re-issued subject to certain conditions.

Purchases by us and our subsidiaries

Under Irish law, our subsidiaries may purchase our shares either on-market or off-market. For one of our subsidiaries to make on-market purchases of our ordinary shares, our shareholders must provide general authorization for such purchase by way of ordinary resolution. However, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by one of our subsidiaries of our ordinary shares is required. For an off-market purchase by one of our subsidiaries, the proposed purchase contract must be authorized by special resolution of the shareholders before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution being passed, the purchase contract must be on display or must be available for inspection by shareholders at our registered office.

In order for one of our subsidiaries to make an on-market purchase of our shares, such shares must be purchased on a recognized stock exchange. The NASDAQ Global Market, on which our shares may be listed following the closing, is specified as a recognized stock exchange for this purpose by Irish company law.

The number of shares held by our subsidiaries at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of our issued share capital. While one of our subsidiaries holds our shares, it cannot exercise any voting rights in respect of those shares. The acquisition of our shares by one of our subsidiaries must be funded out of distributable reserves of the subsidiary.

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Reduction of share capital

Our shareholders may, by ordinary resolution, reduce our authorized (but unissued) share capital. Our shareholders also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel our issued share capital.

No sinking fund

Our ordinary shares have no sinking fund provisions.

No liability for further calls or assessments

The shares to be issued in this offering will be duly and validly issued and fully-paid.

Transfer and registration of shares

The transfer agent for our shares will maintain the share register, registration in which will be determinative of membership in us. Any of our shareholders who hold shares beneficially will not be the holders of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee will be the holder of record of those shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee will not be registered in our official share register, as the depository or other nominee will remain the record holder of any such shares. See “Taxation—Taxation in Ireland—Stamp duty.”

A written instrument of transfer is required under Irish law in order to register on our official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly, or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer is also required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on our official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) without giving rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a sale of the shares.

Any transfer of our ordinary shares that is subject to Irish stamp duty will not be registered in the name of the purchaser unless an instrument of transfer is duly stamped and provided to the transfer agent. Our Articles allow us, in our absolute discretion, to create an instrument of transfer and pay (or procure the payment of) any stamp duty, which is the legal obligation of a purchaser. In the event of any such payment, we are (on behalf of ourselves or our affiliates) entitled to (i) seek reimbursement from the purchaser or seller (at our discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the purchaser or seller (at our discretion), and (iii) claim a lien against our ordinary shares on which it has paid stamp duty and any all dividends paid on these ordinary shares. Our lien will extend to all dividends paid on such shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in our ordinary shares has been paid unless one or both of such parties is otherwise notified by us.

In order to help ensure that the official share register is regularly updated to reflect trading of our ordinary shares occurring through normal electronic systems, we intend to regularly produce any required instruments of transfer in connection with any transactions for which we pay stamp duty (subject to the reimbursement and set-off rights described above). In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in connection with the transfer and that

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we will not pay the stamp duty, the parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from us for this purpose) or request that we execute an instrument of transfer on behalf of the transferring party in a form determined by us. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to our transfer agent, the purchaser will be registered as the legal owner of the relevant shares on our official Irish share register.

Corporate governance

Directors

Upon the completion of this offering, our board of directors will consist of seven members, of which six will be independent directors pursuant to the listing requirements of the NASDAQ Stock Market.

Our Articles provide that our board of directors will consist of a number of directors to be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total directors then in office. Any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors then in office.

At each annual general meeting of our shareholders, one-third of our board of directors, or if their number is not three or a multiple of three then the number nearest to one-third shall retire from office. Retiring directors may be reappointed. Those of our directors to retire will be those who wish to retire and not be reappointed to office and then those who have been longest in office. Any director who has at the start of the annual general meeting been in office for more than three years since his last appointment or re-appointment shall retire at the annual general meeting. As between those who were appointed or re-appointed on the same day, those to retire will be (unless they otherwise agree) determined by lot. A retiring director shall be eligible for re-election. If we, at the meeting at which a director retires by rotation, do not fill the vacancy then, subject to certain conditions, the retiring director, if willing to act, shall be deemed to have been reappointed, unless at the meeting it is resolved not to fill the vacancy or a resolution for the reappointment of the directors is put to the meeting and lost.

Our shareholders, by ordinary resolution, may remove any director before the expiration of his period of office notwithstanding anything in the Articles or in any agreement between our shareholders and such director. This does not prevent such a person from claiming compensation or damages in connection with the termination.

Conflicts of Interest

As a matter of Irish law, a director is under a general fiduciary duty to avoid conflicts of interest. Irish law and our Articles provide that: (1) a director may be a director of or otherwise interested in a company relating to us and will not be accountable to us for any remuneration or other benefits received as a result, unless we otherwise direct; (2) a director or a director’s firm may act for us in a professional capacity other than as auditor; and (3) a director may hold an office or place of profit in us and will not be disqualified from contracting with us. If a director has a personal interest in an actual or proposed contract with us, the director must declare the nature of his or her interest and we are required to maintain a register of such declared interests that must be available for inspection by the shareholders. Such a director may vote on any resolution of the board of directors in respect of such a contract, and such a contract will not be voidable solely as a result.

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Indemnification of directors and officers; insurance

To the fullest extent permitted by Irish law, our Articles confer an indemnity on our directors and officers. However, this indemnity is limited by the Irish Companies Acts, which prescribe that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Acts will be void under Irish law, whether contained in its articles of association or any contract between the company and the director or corporate secretary. This restriction does not apply to our executives who are not directors, the corporate secretary or other persons who would be considered “officers” within the meaning of that term under the Irish Companies Acts.

Our Articles also contain indemnification and expense advancement provisions for persons who are not directors or our corporate secretary.

We are permitted under our Articles and the Irish Companies Acts to take out directors’ and officers’ liability insurance, as well as other types of insurance, for our directors, officers, employees and agents.

Additionally, through our wholly-owned subsidiary, Globoforce, Inc., we will enter into agreements to indemnify each of our directors and executive officers to the maximum extent allowed under Massachusetts law. These agreements will, among other things, indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on our behalf or that person’s status as one of our directors or executive officers.

Differences in corporate law

We, and our relationships with our shareholders, are governed by Irish corporate law and not by the corporate law of any U.S. state. As a result, our directors and shareholders are subject to different responsibilities, rights and privileges than are available to directors and shareholders of U.S. corporations. Set forth below is a summary of the differences between the provisions of the Irish Companies Acts applicable to us and the Delaware General Corporation Law relating to shareholders’ rights and protections. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Irish law and Delaware law. Before investing, you should consult your legal advisor regarding the impact of Irish corporate law on your specific circumstances and reasons for investing.


	IRELAND	DELAWARE

Number of Directors	Under the Irish Companies Acts, a public limited company must have at least two directors. A maximum number of directors, or a minimum number greater than two, may be fixed by the company’s articles of association. Neither the Irish Companies Acts nor our Articles require a majority of independent directors.	Under Delaware law, a corporation must have at least one director. The number of directors of a corporation is fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors must be made by amendment of the certificate of incorporation. Delaware law does not contain specific provisions requiring a majority of independent directors.

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Removal of Directors	Under the Irish Companies Acts, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of the company’s articles of association or any service contract the director has with the company, provided that 28 clear days’ notice of the resolution is given to the company and its shareholders, that the director is entitled to be heard and certain other procedural requirements under the Irish Companies Acts are followed. Clear days do not include the date of service of the notice nor the date of the general meeting.	Under Delaware law, unless otherwise provided in the certificate of incorporation, directors may be removed from office, with or without cause, by a majority stockholder vote, except: (i) in the case of a corporation whose board is classified, stockholders may effect such removal only for cause; and (ii) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director can be removed without cause if the votes cast against such director would be sufficient to elect such director if then cumulatively voted at an election of the entire board, or, if there are classes of directors, at an election of the class of directors of which such director is a part.
Vacancies on the Board of Directors	Under Irish law, the procedure by which directors may be appointed to a company’s board of directors is generally set out in the company’s articles of association.	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, vacancies on a corporation’s board of directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director.
Shareholder Action by Written Consent	Where a company is so authorized by its articles of association, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly appointed representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Irish Companies Acts. Where a company is not authorized by its articles of association in such a way, the Irish Companies Acts provide that a resolution must be approved at a meeting of the company’s shareholders.	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if a written consent to the action is signed by stockholders holding at least a majority of the voting power. If a different proportion of voting power is required for an action at a meeting, then that proportion of written consents is also required.

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	IRELAND	DELAWARE

Annual General Meeting	Under the Irish Companies Acts, a public limited company must hold its first annual general meeting within 18 months of the date of incorporation. Thereafter, an annual general meeting must be held in each calendar year and the interval between annual general meetings may not exceed 15 months. The annual general meeting of a company is required to be held in Ireland unless either all the shareholders entitled to attend and vote at such meeting consent in writing to its being held elsewhere or a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting; and the articles of association allow the annual general meeting to be held outside of Ireland.	Unless directors are elected by written consent in lieu of an annual meeting, an annual meeting of stockholders must be held for the election of directors on a date and at a time designated by or in the manner provided in the by-laws. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.
	The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the appointment of the auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an existing auditor at an annual general meeting, the existing auditor will be deemed to have continued in office.	If there is a failure to hold the annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for 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 the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may order a meeting to be held upon the application of any stockholder or director.
General Meeting	Under the Irish Companies Acts, a general meeting of shareholders may be called by the directors or by shareholders holding at least one tenth of the paid-up capital of the company carrying voting rights at general meetings.	Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or bylaws.
	If the board of directors becomes aware that the net assets of the company are half or less of the amount of the company’s called-up share capital, the directors of the company must convene an extraordinary general meeting of the company’s shareholders not later than 28 days from the date that they learn of this fact. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

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	IRELAND	DELAWARE

Notice of General Meetings	Under the Irish Companies Acts, at least 21 clear days’ notice must be given for an annual general meeting or a general meeting convened to consider a special resolution and at least 14 clear days’ notice must be given for any other general meeting. In addition, certain matters (such as the removal of directors) require special notice, which is at least 28 clear days’ notice. •General meetings may be called upon shorter notice if the auditors of the company and all the shareholders who are entitled to attend and vote agree to the shorter notice period; or •If the general meeting is being convened to consider only a special resolution, less than 21 clear days’ notice can be given if it is so agreed by a majority in number of the shareholders having the right to attend and vote at any such meeting, being a majority together holding not less than ninety per cent. in nominal value of the shares giving that right.	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws or under other portions of Delaware law, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting and must specify the place, if any, date, hour, means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes of the meeting.
Proxy	Under the Irish Companies Acts, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy, but no such proxy shall be voted or acted upon at any subsequent meeting, unless the proxy expressly provides for this.	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy may be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
Issue of New Shares	Under the Irish Companies Acts, the board of directors may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the articles of association or by an ordinary resolution adopted by the shareholders at a general meeting. The authorization may be granted for a maximum period of five years, after which it must be renewed by the shareholders by ordinary resolution.	Under Delaware law, the directors may, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation.

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	IRELAND	DELAWARE

Reduction of Share Capital	Under the Irish Companies Acts, a company may, by ordinary resolution of its shareholders, reduce its authorized (but unissued) share capital. Under the Irish Companies Acts, a company may, by special resolution of its shareholders provided it is so authorized by its articles of association and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital.	Under Delaware law, a corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding. Whenever any shares of the capital stock of a corporation are retired, they resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides. Under Delaware law, a corporation may, under certain circumstances, by resolution of its board of directors, reduce its capital. No reduction of capital may be made or effected unless the assets of the corporation remaining after such reduction are sufficient to pay any debts of the corporation for which payment has not been otherwise provided. A reduction of capital will not release any liability of any stockholder whose shares have not been fully-paid.
Pre-emptive Rights	Under the Irish Companies Acts, “equity securities” (being shares in a company, or rights to subscribe for, or to convert securities into shares of the company, other than shares that, as respects dividends and capital, carry a right to participate only up to a specified amount) proposed to be allotted for cash consideration must be offered first to the existing holders of equity securities in the company on the same or more favorable terms in proportion to the respective nominal value of their holdings, unless a special resolution (which is passed by a majority of at least 75% of those voting in person or by proxy at a general meeting) to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Irish Companies Acts. The right of pre-emption does not apply to the allotment of securities for a non cash consideration and nor does it apply to the allotment of securities that would, apart from any renunciation or assignment of the right to their allotment, be held under or allotted or transferred pursuant to an employees’ share scheme.	Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation, a stockholder does not, by operation of law, possess pre-emptive rights to subscribe to additional issuances of the corporation’s capital stock.

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	IRELAND	DELAWARE

Bonus Issue of Shares	Under the Irish Companies Acts and unless otherwise restricted by the articles of association, a company can capitalize the reserves of the company for the purpose of making a bonus issue of shares to shareholders.	Under Delaware law, by resolution of the board of directors, dividends may be paid in shares of the corporation’s capital stock.
Distributions and Dividends	Under the Irish Companies Acts, dividends and distributions may only be made from distributable reserves. Distributable reserves generally means the accumulated realized profits less accumulated realized losses and includes reserves created by way of capital reduction. In addition, in the case of a public limited company, no distribution or dividend may be made unless the net assets of the company are equal to, or in excess of, the aggregate of the company’s called up share capital plus undistributable reserves and the distribution does not reduce the company’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which the company’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed the company’ accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.	Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation, directors may declare and pay dividends upon the shares of its capital stock either (i) out of its surplus or (ii) if the corporation does not have surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital is surplus. Net assets means the amount by which total assets exceed total liabilities. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.
	The determination as to whether or not the company has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of the company. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Irish Companies Acts, which give a “true and fair view” of the company’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office.

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	IRELAND	DELAWARE

Repurchases and Redemptions of Shares	Under the Irish Companies Acts, a company may issue redeemable shares and redeem them out of distributable reserves or the proceeds of a new issue of shares for that purpose. The company may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is no less than 10% of the nominal value of the total issued share capital of the company. All redeemable shares must also be fully-paid and the terms of redemption of the shares must provide for payment on redemption.	Under Delaware law, any stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of such stock or upon the happening of a specified event; provided however, that immediately following any such redemption the corporation must have outstanding one or more shares of one or more classes or series of shares, which share, or shares together, have full voting powers.
	A company may also be given an additional general authority to purchase its own shares on market which would take effect on the same terms and be subject to the same conditions as applicable to purchases by the company’s subsidiaries as described below. A company may also issue preferred shares which may be redeemed at the option of either the company or the shareholder, depending on the terms of such preferred shares. The nominal value of treasury shares held by the company at any time must not exceed 10% of the nominal value of the issued share capital of the company. The company cannot exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be cancelled by the company or re-issued subject to certain conditions. Under the Irish Companies Acts, a company’s subsidiaries may purchase shares of a company either on-market, on a recognized stock exchange such as NYSE or NASDAQ, or off- market. For a subsidiary of a company to make on-market purchases of the company shares, the shareholders of the company must provide general authorization for such purchase by way of ordinary resolution, however, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of the company shares is required. For an off-market purchase by a subsidiary of a company, the proposed purchase contract must be authorized by special resolution of the shareholders before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of the company.	Any stock which may be made redeemable may be redeemed for cash, property or rights, including securities of the same or another corporation, at such time or times, price or prices, or rate or rates, and with such adjustments, as stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors. Every corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares; provided, however, that no corporation may (i) purchase or redeem its own shares of capital stock for cash or other property when the capital of the corporation is impaired or when such purchase or redemption would cause any impairment of the capital of the corporation, except that a corporation other than a non-stock corporation may purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets, whether by dividend or in liquidation, to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of the corporation reduced (ii) purchase, for more than the price at which they may then be redeemed, any of its shares which are redeemable at the option of the corporation; or (iii) redeem any of its shares, unless their redemption is authorized by Delaware law and then only in accordance with its certificate of incorporation.

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	IRELAND	DELAWARE

Liability of Directors and Officers	Under the Irish Companies Acts, any provision (whether contained in a company’s articles of association or any contract or otherwise) that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, although shareholders may by ordinary resolution ratify a director’s conduct amounting to negligence, default, breach of duty or breach of trust in relation to the company. In addition, any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void. This provision does not prohibit the company from purchasing and maintaining insurance for directors and officers against such liability. The Irish Companies Acts do, however, provide that a company may indemnify any of its officers against any liability incurred by him in defending proceedings, whether civil or criminal, if judgment is given in his favor or the officer is acquitted. Additionally, an Irish company can provide an indemnity where an officer is granted relief by a court under the Irish Companies Act.	Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for monetary damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: •any breach of the director’s duty of loyalty to the corporation or its stockholders; •acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; •wilful or negligent declaration and payment of unlawful dividends, or unlawful share purchases or redemptions; or •any transaction from which the director derives an improper personal benefit. In addition, under Delaware law, a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action is by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; provided, with respect to any criminal action or proceeding, there was no reasonable cause to believe the person’s conduct was unlawful; provided, further, that the corporation may not indemnify any person in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless determined otherwise by court order.

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	IRELAND	DELAWARE

Voting Rights	Under the Irish Companies Acts, unless otherwise provided in the articles of association of a company, a shareholder entitled to vote at a shareholders’ meeting is entitled to one vote on a show of hands regardless of the number of shares held by such shareholder. If voting takes place on a poll, rather than a show of hands, every shareholder entitled to vote has one vote for each share held unless otherwise provided in the articles of association of the company.	Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital share held by such stockholder.
	Under the Irish Companies Acts, a poll may be demanded by (i) not fewer than five shareholders having the right to vote on the resolution; (ii) any shareholder(s) representing at least 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (iii) any shareholder(s) holding shares in the company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A shareholder entitled to more than one vote need not, if the shareholder votes, use all his votes or cast all votes that he uses in the same way.
Shareholder Vote on Certain Transactions	Under the Irish Companies Acts, arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or mergers require: •the approval, at a shareholders’ meeting or creditors meeting (as applicable) convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; •the approval of the court; and •in connection with an acquisition of the company by way of merger with an EU company under the EU Cross-Border Mergers Directive 2005/56/EC, by way of a special resolution of the shareholders.	Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the shares, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires: •the approval of the board of directors; and •approval by the vote of the holders of a majority of the outstanding stock.

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Standard of Conduct for Directors	The Irish Companies Acts do not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of Ireland. In general, directors have a duty: •to act in accordance with the company’s articles of association and to exercise powers only for the purposes for which they are conferred; •to act in the best interest of the company; •to exercise reasonable care, skill and diligence; •to avoid a situation which conflicts or possibly may conflict, directly or indirectly, with the interests of the company; and •not to accept benefits from the company or third parties unless permitted by the articles association or approved by the shareholders after full disclosure of the benefit; and •to declare any direct or indirect interest in a proposed transaction or arrangement with the company. In addition to the general statutory duties, Irish common law rules and equitable principles impose fiduciary duties on a company’s directors, including: •a duty in certain circumstances to consider or act in the interests of creditors; and •a duty of confidentiality owed to the company.	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders.

Shareholder Suits	Under the Irish Companies Acts, a derivative claim may be brought in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by a director of a company. The central question at issue in deciding whether a minority shareholder may be permitted to bring a derivative action is whether, unless the action is brought, a wrong committed against the company would otherwise go un-redressed. The principal case law in Ireland indicates that to bring a derivative action a person must first establish a prima facie case (i) that the company is entitled to the relief claimed and (ii) that the action falls within one of the five exceptions derived from case law, as follows: •Where an ultra vires or illegal act is perpetrated.	Under Delaware law, in any derivative suit instituted by a stockholder of a corporation, it must be averred in the complaint that the plaintiff was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder’s share thereafter devolved upon such stockholder by operation of law. Other requirements have been generally determined by the courts of the State of Delaware.

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	IRELAND	DELAWARE

	•Where more than a bare majority is required to ratify the “wrong” complained of. •Where the shareholders’ personal rights are infringed. •Where a fraud has been perpetrated upon a minority by those in control. •Where the justice of the case requires a minority to be permitted to institute proceedings. The shareholders of the company may also bring proceedings against the company where the affairs of the company are being conducted, or the powers of the directors are being exercised, in a manner oppressive to the shareholders or in disregard of their interests. Oppression connotes conduct which is burdensome, harsh or wrong. The conduct must relate to the internal management of the company. This is an Irish statutory remedy and the court can grant any order it sees fit, usually providing for the purchase or transfer of the shares of any shareholder.

Inspection of Books and Records	Under the Irish Companies Act, shareholders have the right to: (i) receive a copy of the memorandum and articles of association of the company; (ii) inspect and obtain copies of the minutes of general meetings and resolutions of the company; (iii) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by the company; (iv) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (v) receive balance sheets of a subsidiary company of the company which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years.	Under Delaware law, any stockholder, in person or by attorney or other agent, does, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from: (i) the corporation’s stock ledger, a list of its stockholders, and its other books and records; and (ii) a subsidiary’s books and records, to the extent that: (a) the corporation has actual possession and control of such records of such subsidiary; or (b) the corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the making of the demand: (1) the stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and

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	IRELAND	DELAWARE

		(2) the subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation.
Amendments of Constituent Documents	Under the Irish Companies Acts, companies may only alter their memorandum and articles of association by the passing of a special resolution of shareholders. A special resolution under Irish law requires the approval of not less than 75% of the votes cast at a general meeting at which a quorum is present.	Under Delaware law, corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of the filing of the amendment; and, if a change in stock or the rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation of stock or rights of stockholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination or cancellation.

		The board of directors must adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders. A majority of the outstanding shares entitled to vote thereon and a majority of the outstanding shares of each class entitled to vote thereon as a class must vote in favor of the amendment.

		The holders of the outstanding shares of a class must be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.

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Takeover provisions

Irish competition law

Under Irish competition legislation, the Irish Competition Authority must be notified of a merger or acquisition if the transaction meets certain criteria under the relevant legislation. Failure to properly notify the Irish Competition Authority of such merger or acquisition will result in the voiding of the transaction, as well as the potential imposition of fines. A merger or acquisition that does not meet the criteria under the relevant legislation but which may give rise to competition concerns, though not legally required, may be voluntarily reported to the Irish Competition Authority in order to seek legal comfort that the merger or acquisition is not anti-competitive.

Acquisitions

An Irish public limited company may be acquired in a number of ways, including:

•

a court-approved scheme of arrangement under the Irish Companies Acts. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of a majority in number representing 75% in value of the shareholders present and voting in person or by proxy at a meeting called to approve the scheme;

•

through a tender or takeover offer by a third-party for all of our shares. Where the holders of 80% or more of our shares have accepted an offer for their shares in us, the remaining shareholders may also be statutorily required to transfer their shares. If the bidder does not exercise its “squeeze out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If our shares were to be listed on the main market of the Irish Stock Exchange or another regulated stock exchange in the European Union, this threshold would be increased to 90%; and

•

through a merger with an EU-incorporated company under the EU Cross-Border Mergers Directive 2005/56/EC. Such a merger must be approved by a special resolution of our shareholders. If we are being merged with another EU company under the EU Cross-Border Mergers Directive 2005/56/EC and the consideration payable to our shareholders is not all in the form of cash, our shareholders may be entitled to require their shares to be acquired at fair value.

Irish law does not generally require shareholder approval for a sale, lease or exchange of all or substantially all of a company’s property and assets.

Irish Takeover Rules and substantial acquisition rules

A transaction in which a third-party seeks to acquire 30% or more of the voting rights in us will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General principles

The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:

•

All holders of the securities of an offeree of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected.

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•

The holders of the securities of an offeree must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the offeree must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the offeree’s places of business.

•

The board of an offeree must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer.

•

False markets must not be created in the securities of the offeree, of the offeror or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.

•

An offeror must announce an offer only after ensuring that he or she can fulfill in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration.

•

An offeree must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities.

•

A substantial acquisition of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory bid

Under certain circumstances, a person who acquires our shares may be required under the Irish Takeover Rules to make a mandatory cash offer for our remaining outstanding shares at a price not less than the highest price paid for the shares by the acquirer or (any parties acting in concert with the acquirer) during the previous twelve months. This mandatory bid requirement is triggered if an acquisition of shares would increase the aggregate holding of an acquirer (including the holdings of any parties acting in concert with the acquirer) to shares representing 30% or more of the voting rights in us, unless the Irish Takeover Panel otherwise consents. An acquisition of shares by a person holding (together with its concert parties) shares representing between 30% and 50% of the voting rights in us would also trigger the mandatory bid requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person (together with its concert parties) would increase by 0.05% within a twelve-month period. Any person (excluding any parties acting in concert with the holder) holding shares representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements in purchasing additional securities.

Voluntary bid; requirements to make a cash offer and minimum price requirements

If a person makes a voluntary offer to acquire our outstanding ordinary shares, the offer price must be no less than the highest price paid for our ordinary shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer period. The Irish Takeover Panel has the power to extend the look back period to twelve months if the Irish Takeover Panel, taking into account the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired our ordinary shares (i) during the period of twelve months prior to the commencement of the offer period which represent more than 10% of the total of our ordinary shares or (ii) at any time after the commencement of the offer period, the offer must be in cash (or accompanied by a full cash alternative) and the price per share must not be less than the highest price paid

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by the bidder or its concert parties during, in the case of (i), the 12-month period prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total of our ordinary shares in the twelve-month period prior to the commencement of the offer period if the Irish Takeover Panel, taking into account the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial acquisition rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of our voting rights. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the our voting rights is prohibited, if such acquisitions, when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of our voting rights and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Frustrating action

Under the Irish Takeover Rules, our board of directors is not permitted to take any action which might frustrate an offer for our shares once our board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent, subject to certain exceptions. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which our board of directors has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

•

the action is approved by our shareholders at a general meeting; or

•

the Irish Takeover Panel has given its consent, where:

•

it is satisfied the action would not constitute frustrating action;

•

the holders of 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;

•

the action is taken in accordance with a contract entered into prior to the announcement of the offer; and

•

the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

General meetings of shareholders

At any annual general meeting, only such business may be conducted as has been brought before the meeting (1) by or at the direction of the board of directors, (2) in certain circumstances, at the direction of the Irish High Court, (3) as required by law or (4) such business that the chairman of the meeting determines is properly within the scope of the meeting. In addition, shareholders entitled to vote at an annual general meeting may make nominations of candidates for election to our board of directors.

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Our extraordinary general meetings may be convened (1) by the board of directors, (2) on requisition of the shareholders holding the number of our shares prescribed by the Irish Companies Acts (currently 10% of our paid-up share capital carrying voting rights), or (3) in certain circumstances, on requisition of our auditors. Extraordinary general meetings are generally held for the purposes of approving such of our shareholder resolutions as may be required from time to time. The business to be conducted at any extraordinary general meeting must be set forth in the notice of the meeting.

In the case of an extraordinary general meeting requisitioned by our shareholders, the proposed purpose of the meeting must be set out in the requisition notice of the meeting. The requisition notice can propose any business to be considered at the meeting. Under Irish law, upon receipt of this requisition notice, our board of directors has 21 days to convene the extraordinary general meeting of our shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of receipt of the requisition notice. If the board of directors does not proceed to convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice by our board of directors.

Quorum for shareholder meetings

Under our Articles, the presence, in person or by proxy, of at least two shareholders constituting the holders of at least 50% of the voting power of our issued shares that carry the right to vote at the meeting constitutes a quorum for the conduct of any business at a general meeting, other than business requiring a special resolution. The quorum required to pass a special resolution at a general meeting is the presence, in person or by proxy, of at least two shareholders constituting the holders of at least 75% of the voting power of our issued shares that carry the right to vote at the meeting.

In the case of a meeting to vary the rights of any class or series of shares, discussed above under “—Variation of share capital and variation of rights,” Irish law provides that the necessary quorum is the presence, in person or by proxy, of at least two shareholders representing 1/3 in nominal value (or, at an adjourned meeting, at least one shareholder representing any amount of nominal value) of the relevant class.

Voting

Generally

Holders of our ordinary shares vote on all matters submitted to a vote of shareholders and are entitled to one vote per share.

All votes at a general meeting will be decided by way of a poll. Voting rights on a poll may be exercised by shareholders registered in our share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. All proxies must be appointed in accordance with our Articles. Our Articles provide that the board of directors may permit the appointment of proxies by the shareholders to be notified to us electronically.

In accordance with our Articles, the board of directors may from time to time cause us to issue preference or any other class or series of shares. These shares may have such voting rights, if any, as may be specified in the terms of such shares (e.g., they may carry more votes per share than ordinary shares or may entitle their holders to a class vote on such matters as may be specified in the terms of the shares).

Except where a greater majority is required by Irish law or our Articles, any question proposed for consideration at any of our general meetings or of any class of shareholders will be decided by an ordinary

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resolution passed by a simple majority of the votes cast by shareholders entitled to vote at such meeting. Irish law requires special resolutions of the shareholders at a general meeting to approve certain matters. A special resolution requires not less than 75% of the votes cast by shareholders at a meeting of shareholders. Examples of matters requiring special resolutions include:

•

amending our objects as contained in our memorandum of association;

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amending our articles of association;

•

approving our change of name;

•

authorizing the entry into a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction in favor of a director or connected person of a director (which generally includes a family member or business partner of the director and any entity controlled by the director);

•

opting out of pre-emption rights on the issuance of new shares;

•

our re-registration from a public limited company to a private company;

•

purchasing of our own shares off-market;

•

reduction of issued share capital;

•

resolving that we be wound up by the Irish courts;

•

resolving in favor of shareholders’ voluntary winding-up;

•

re-designation of shares into different share classes;

•

setting the re-issue price of treasury shares; and

•

mergers with companies incorporated in the European Economic Area, or the EEA, as described above under “—Acquisitions.”

Record dates

Our Articles provide that the board of directors may set the record date for the purposes of determining which shareholders are entitled to notice of, or to vote at, a general meeting and the record date must not occur before the date on which the board resolution fixing such record date is adopted. If no record date is fixed by the board of directors, the record date will be the day on which the notice of the meeting is mailed.

Shareholder proposals

Under Irish law, there is no general right for a shareholder to put items on the agenda of an annual general meeting other than as set out in the articles of association of a company. Our Articles provide that shareholders may nominate persons to be elected as directors both at an annual general meeting or an extraordinary general meeting requisitioned by shareholders.

Disclosure of interests in shares

Under the Irish Companies Acts, our shareholders must notify us if, as a result of a transaction, (1) the shareholder will be interested in 5% or more of our shares that carry voting rights or (2) the shareholder will cease to be interested in 5% or more of our shares that carry voting rights. In addition, where a shareholder is interested in 5% or more of our relevant shares, the shareholder must notify us of any alteration of its interest that brings its total holding through the nearest whole percentage number, whether

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an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of the relevant class of share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. All such disclosures must be notified to us within five business days of the event that gave rise to the requirement to notify. Where a person fails to comply with the notification requirements described above, no right or interest of any kind whatsoever in respect of any of our shares held by such person, will be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the Irish High Court to have the rights attaching to its shares reinstated.

In addition to the disclosure requirement described above, under the Irish Companies Acts, we may by notice in writing, and must, on the requisition of shareholders holding 10% or more of our paid-up share capital carrying voting rights, require a person whom we know or have reasonable cause to believe is, or at any time during the three years immediately preceding the date on which such notice is issued, was, interested in shares comprised in our relevant share capital to: (1) indicate whether or not it is the case, and (2) where such person holds or has during that time held an interest in our shares, to give certain further information as may be required by us including particulars of such person or beneficial owner’s past or present interests in our shares. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

Where such a notice is served by us on a person who is or was interested in our shares and that person fails to give us any information required within the reasonable time specified, we may apply to court for an order directing that the affected shares be subject to certain restrictions. Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court are as follows:

(a)

any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with shares and any issue of such shares, shall be void;

(b)

no voting rights shall be exercisable in respect of those shares;

(c)

no further shares shall be issued in respect of those shares or in pursuance of any offer made to the holder of those shares; and

(d)

no payment shall be made of any sums due from us on those shares, whether in respect of capital or otherwise.

Where our shares are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

In addition, persons or groups (within the meaning of the Exchange Act) beneficially owning 5% or more of our ordinary shares must comply with the reporting requirements under Regulation 13D-G of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Registration rights

Following this offering’s completion, the holders of an aggregate of 15,025,000 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 subscription and shareholders’ 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.

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Demand registration rights

The holders of an aggregate of 15,025,000 ordinary shares, or their permitted transferees, are entitled to demand registration rights. Under the terms of the subscription and shareholders’ agreement, at any time after the earlier of (i) six months after the effective date of this offering and (ii) August 18, 2004, we will be required, upon the written request of the holders of 25% or more of the shares that are entitled to rights under the subscription and shareholders’ agreement, including each of the Atlas Venture and Balderton Capital entities, to use our best efforts to register all or a portion of these shares for public resale. We are not required to effect a registration pursuant to this provision of the subscription and shareholders’ agreement if (i) the shares requested to be registered do not represent an anticipated aggregate public offering price of at least $10.0 million, (ii) after we have effected two registrations pursuant to this provision of the subscription and shareholders’ agreement and such registrations have been declared or ordered effective, (iii) during the period starting with the date sixty days prior to our good faith estimate of the date of filing of, and ending on a date one hundred eighty days following the effective date of, any company-initiated registration under the Securities Act and (iv) if the initiating holders propose to dispose of securities that may be registered on Form S-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 ninety days, if we provide a certificate stating that in the good faith judgment of our board of directors, it would be seriously detrimental to us and our shareholders for the registration statement to be effected at that time.

Short-form registration rights

The holders of an aggregate of 15,025,000 ordinary shares, or their permitted transferees, are entitled to Form S-3 registration rights. If we are eligible to file a registration statement on Form S-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 25% of the shares entitled to rights under the subscription and shareholders’ agreement, including each of the Atlas Venture and Balderton Capital entities, to have such shares registered by us if the proposed aggregate price of the shares to be registered be the holders requesting registration is at least $3.0 million. However, we may defer the filing of a registration statement once during any twelve month period for a period of not more than ninety days, if we provide a certificate stating that in good faith our board of directors believes it would be seriously detrimental to us and our shareholders for the registration statement to be effected at that time.

Piggyback registration rights

The holders of an aggregate of 15,025,000 ordinary shares, or their permitted transferees, are entitled to piggyback registration rights. If we register any of our securities for our own account, 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 subscription and shareholders’ 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

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material fact or violations of the Securities Act or state securities laws incurred by us with registrations under the agreement. The subscription and shareholders’ agreement also contains an agreement by the holders not to sell or otherwise transfer or dispose of securities for a period of up to one hundred eighty days following the completion of this offering.

Termination

The registration rights and our obligations thereunder terminate five 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.

Listing

We have applied to have our ordinary shares approved for listing on the NASDAQ Global Market under the symbol “THNX.”

Transfer agent and registrar

The transfer agent and registrar for our ordinary shares is Computershare Trust Company, N.A.

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Shares eligible for future sale

Prior to this offering, there has been no public market for our shares. Future sales of our ordinary shares in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our ordinary shares in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of December 31, 2013, upon the completion of this offering, of our ordinary shares will be outstanding, assuming no exercise of the underwriters’ over-allotment option to purchase additional shares and no exercise of outstanding options. Of the outstanding shares, all of the shares sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below.

Rule 144

In general, a person who has beneficially owned restricted ordinary shares for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act, periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted ordinary shares for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

•

1% of the number of ordinary shares then outstanding, which will equal approximately shares immediately after this offering assuming no exercise of the underwriters’ over-allotment option to purchase additional shares, based on the number of ordinary shares outstanding as of December 31, 2013; or

•

the average weekly trading volume of our ordinary shares on the NASDAQ Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and under “Underwriting” included elsewhere in this prospectus and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

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Lock-up agreements

All of our directors and executive officers and all of the holders of our outstanding ordinary shares have signed a lock-up agreement which prevents them from selling any of our ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares for a period of not less than 180 days from the date of this prospectus without the prior written consent of J.P. Morgan Securities LLC, on behalf of the underwriters. J.P. Morgan Securities LLC may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the 180-day period. When determining whether or not to release shares from the lock-up agreements, J.P. Morgan Securities LLC will consider, among other factors, the shareholder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time.

Registration rights

Upon completion of this offering, the holders of 15,025,000 ordinary shares or their transferees will be entitled to various rights with respect to registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See “Description of share capital—Registration rights” for additional information.

Share plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register our shares issued or reserved for issuance under our share option plans. The first such registration statement is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the Securities and Exchange Commission. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above. Upon the effectiveness of this registration, we estimate that such registration statement on Form S-8 will cover approximately 2,769,745 ordinary shares.

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Taxation

Taxation in Ireland

Scope of discussion

The following is a general summary of all of the material Irish tax considerations applicable to certain investors who are the owners of our shares and is the opinion of Arthur Cox insofar as it relates to legal conclusions with respect to matters of Irish tax law. It is based on existing Irish law, our understanding of the current practices of the Irish Revenue Commissioners and on correspondence with the Irish Revenue Commissioners. Legislative, administrative or judicial changes may modify the tax consequences described below, possibly with retroactive effect. Furthermore, we can provide no assurances that the consequences contained in this summary will not be challenged by the Irish Revenue Commissioners or will be sustained by a court if challenged.

The statements do not constitute tax advice and are intended only as a general guide. Furthermore, this information applies only to our shares that are held as capital assets and does not apply to all categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes or shareholders who have, or who are deemed to have, acquired their shares by virtue of an office or employment. This summary is not exhaustive and shareholders should consult their own tax advisors as to the tax consequences in Ireland, or other relevant jurisdictions of this offering, including the acquisition, ownership and disposition of our shares.

Tax on chargeable gains

A disposal of our shares by a shareholder who is not resident or ordinarily resident for tax purposes in Ireland should not give rise to Irish tax on any chargeable gain realized on such disposal unless such shares are used, held or acquired for the purposes of a trade or business carried on by such shareholder through a branch or agency in Ireland.

A disposal of our shares by an Irish resident or ordinarily resident shareholder may, depending on the circumstances (including the availability of exemptions and reliefs), give rise to a chargeable gain or allowable loss for that shareholder. The rate of capital gains tax in Ireland is currently 33%.

A holder of our shares who is an individual and who is temporarily non-resident in Ireland may, under Irish anti-avoidance legislation, be liable to Irish tax on any chargeable gain realized on a disposal during the period in which such individual is non-resident.

Dividend withholding tax

Dividend withholding tax, or DWT, (currently at a rate of 20%) may arise in respect of dividends or distributions from an Irish resident company unless an exemption applies. Where DWT does arise in respect of dividends, the company is responsible for deducting DWT at source and forwarding the relevant payment to the Irish Revenue Commissioners.

Certain shareholders are entitled to an exemption from DWT. In particular, dividends to a non-Irish resident shareholder should not be subject to DWT if the shareholder is:

(a)

an individual shareholder resident for tax purposes in a “relevant territory” and the individual is neither resident nor ordinarily resident in Ireland;

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(b)

a corporate shareholder resident for tax purposes in a “relevant territory” provided that the corporate shareholder is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;

(c)

a corporate shareholder that is not resident for tax purposes in Ireland and which is ultimately controlled, directly or indirectly, by persons resident in a “relevant territory;”

(d)

a corporate shareholder that is not resident for tax purposes in Ireland and whose principal class of shares (or those of its 75% parent) is substantially and regularly traded on a stock exchange in Ireland, on a recognized stock exchange in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance; or

(e)

a corporate shareholder that is not resident for tax purposes in Ireland and is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a stock exchange in Ireland, on a recognized stock exchange in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance;

and provided that, in all cases noted above (but subject to the special rules described in the paragraph below regarding ‘U.S. resident shareholders’), the shareholder has provided a relevant Irish DWT declaration form to his or her broker before the record date for the dividend (in the case of shares held through DTC), and the relevant information is further transmitted to the Company (in the case of shares held through DTC) or to our transfer agent at least seven business days before such record date (in the case of shares held outside of DTC).

A list of “relevant territories” for the purposes of DWT is set forth below.


Albania Armenia Australia Austria Bahrain Belarus Belgium Bosnia & Herzegovina Bulgaria Canada Chile China	Croatia Cyprus Czech Republic Denmark Egypt Estonia Finland France Georgia Germany Greece Hong Kong	Hungary Iceland India Israel Italy Japan Republic of Korea Kuwait Latvia Lithuania Luxembourg Macedonia	Malaysia Malta Mexico Moldova Montenegro Morocco Netherlands New Zealand Norway Pakistan Panama Poland Portugal	Qatar Romania Russia Saudi Arabia Serbia Singapore Slovak Republic Slovenia South Africa Spain Sweden Switzerland Thailand	Turkey United Arab Emirates United Kingdom United States of America Uzbekistan Vietnam Zambia

Prior to paying any dividend, the Company will put in place an agreement with an entity which is recognized by the Irish Revenue Commissioners as a “qualifying intermediary” which satisfies one of the Irish requirements for dividends to be paid free of DWT to certain shareholders who hold their shares through DTC.

U.S. resident shareholders

Dividends paid in respect of shares in an Irish resident company that are owned by residents of the United States and held through DTC will not be subject to DWT provided that the address of the beneficial owner of the shares in the records of the broker is in the United States. We strongly recommend that such shareholders ensure that their information has been properly recorded by their brokers (so that such brokers can provide the relevant information to a qualifying intermediary appointed by us).

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Dividends paid in respect of shares in an Irish resident company that are owned by residents of the United States and held outside of DTC will not be subject to DWT provided that the shareholder has completed the relevant Irish DWT declaration form and this declaration form remains valid. Such shareholders must provide the relevant Irish DWT declaration form to our transfer agent at least seven business days before the record date for the first dividend payment to which they are entitled.

If a U.S. resident shareholder receives a dividend subject to DWT, that shareholder should generally be entitled to a refund of DWT from the Irish Revenue Commissioners on making an appropriate application within certain time limits, provided the shareholder is beneficially entitled to the dividend.

Residents of “relevant territories” other than the United States

Shareholders who are residents of “relevant territories” other than the United States (regardless of when such shareholders acquired their shares) must complete the appropriate Irish DWT declaration form in order to receive dividends without DWT.

Shareholders must provide the appropriate Irish DWT declaration form to their brokers (so that such brokers can provide the relevant information to a qualifying intermediary appointed by us) before the record date for the first dividend to which they are entitled (in the case of shares held through DTC), or to our transfer agent at least seven business days before such record date (in the case of shares held outside of DTC). We strongly recommend that such shareholders complete the appropriate Irish DWT declaration form and provide them to their brokers or our transfer agent as soon as possible.

If a shareholder who is resident in a “relevant territory” receives a dividend subject to DWT, that shareholder should generally be entitled to a refund of DWT from the Irish Revenue Commissioners on making an appropriate application within certain time limits, provided the shareholder is beneficially entitled to the dividend.

Irish resident shareholders

Irish tax resident or ordinarily resident shareholders will generally be subject to DWT in respect of dividends or distributions received from an Irish resident company.

Irish tax resident or ordinarily resident shareholders that are entitled to receive dividends without DWT must complete the relevant Irish DWT declaration form and provide the declaration form to their brokers (so that such brokers can provide the relevant information to a qualifying intermediary appointed by us) before the record date for the first dividend to which they are entitled (in the case of shares held through DTC), or to our transfer agent at least seven business days before such record date (in the case of shares held outside of DTC).

Irish tax resident or ordinarily resident shareholders who are not entitled to an exemption from DWT and who are subject to Irish tax should consult their own tax advisor.

Other persons

Shareholders that do not fall within one of the categories mentioned above may fall within other exemptions from DWT.

If a shareholder is exempt from DWT but receives a dividend subject to DWT, that shareholder may be able to claim a refund of DWT from the Irish Revenue Commissioners subject to certain time limits.

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Income tax on dividends

Non-Irish resident shareholders

A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is entitled to an exemption from DWT, generally has no liability to Irish income tax or similar charges on a dividend from an Irish resident company unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland. A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is not entitled to an exemption from DWT, generally has no additional liability to Irish income tax or similar charges unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland. The shareholder’s liability to tax is effectively limited to the amount of DWT already deducted by the company.

Irish resident shareholders

Irish resident or ordinarily resident shareholders may be subject to Irish income tax and similar charges on dividends received from us. Such shareholders should consult their own tax advisor.

Capital acquisitions tax

Irish capital acquisitions tax, or CAT, comprises principally of gift tax and inheritance tax. A gift or inheritance of our shares (including where such shares are held in DTC) could attract a charge to CAT regardless of the place of residence, ordinary residence or domicile of the transferor or transferee of the shares. This is because a charge to CAT can arise on a gift or inheritance which comprises of property situated in Ireland. Our shares are regarded as property situated in Ireland because our share register must be held in Ireland. The person who receives the gift or inheritance is the person who is primarily liable to pay any CAT that arises.

The rate of CAT is currently 33% and is payable if the taxable value of the gift or inheritance exceeds certain thresholds, referred to as “group thresholds.” CAT is applied on the excess over the threshold amount. The appropriate threshold amount depends upon the relationship between the transferor and the transferee of the shares and also the aggregation of the values of previous gifts and inheritances received by the transferee from persons within the same group threshold. A gift or inheritance received from a spouse is exempt from CAT.

Stamp duty

Irish stamp duty typically arises on the transfer of shares in an Irish incorporated company.

Shares held through DTC

A transfer of our shares effected by means of the transfer of book entry interests in DTC should not be subject to Irish stamp duty.

Shares transferred into or out of DTC

A shareholder may transfer our shares into (or out of) DTC without giving rise to Irish stamp duty so long as:

(a)

there is no change in the ultimate beneficial ownership of the shares as a result of the transfer; and

(b)

the transfer into (or out of) DTC is not in contemplation of a sale of the shares by the beneficial owner to a third party.

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Shares held outside of DTC

A transfer of our shares where any of the parties to the transfer hold the shares outside of DTC, may be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). The transferee of the shares is typically the person that is liable to pay stamp duty.

Due to the potential Irish stamp duty on transfers of our shares, we strongly recommend that shareholders hold their shares through DTC (or through a broker who holds such shares through DTC).

DTC requirement

In order for DTC, Cede & Co. and National Securities Clearing Corporation, or NSCC, which provides clearing services for securities that are eligible for the depository and book-entry transfer services provided by DTC and registered in the name of Cede & Co., which entities are referred to collectively as the DTC Parties, to agree to provide services with respect to our ordinary shares, we expect to enter into a composition agreement with the Revenue Commissioners of Ireland under which we will agree to pay or to procure the payment of any obligation for any Irish stamp duty or similar Irish transfer or documentary tax with respect to our ordinary shares, on (a) transfers to which any of the DTC Parties is a party, or (b) which may be processed through the services of any of the DTC Parties and the DTC Parties will have received confirmation from the Revenue Commissioners of Ireland that while such composition agreement remains in force, the DTC Parties shall not be liable for any Irish stamp duty with respect to our ordinary shares.

In addition, to assure the DTC Parties that they will not be liable for any Irish stamp duty or similar Irish transfer or documentary tax with respect to our ordinary shares under any circumstances (including as a result of a change in applicable law), and to make other provisions with respect to our ordinary shares required by the DTC Parties, we and Computershare Trust Company, N.A., a U.S. national banking association acting as our transfer agent, or Computershare, expect to enter into a Special Eligibility Agreement for Securities, with DTC, Cede & Co. and NSCC, or the DTC Eligibility Agreement.

The DTC Eligibility Agreement provides for certain indemnities of the DTC Parties by us and Computershare (as to which we have agreed to indemnify Computershare) and also provides that DTC may impose a global lock on our ordinary shares or otherwise limit transactions in the shares, or cause the shares to be withdrawn, and NSCC may, in its sole discretion, exclude our ordinary shares from its Continuous Net Settlement service or any other service, and any of the DTC Parties may take other restrictive measures with respect to our ordinary shares as it may deem necessary and appropriate, without any liability on the part of any of the DTC Parties, (i) at any time that it may appear to any of the DTC Parties, in any such party’s sole discretion, that to continue to hold or process transactions in our ordinary shares will give rise to any Irish stamp duty or similar Irish transfer or documentary tax liability with respect to our ordinary shares on the part of any of the DTC Parties or (ii) otherwise as the DTC’s rules or the NSCC’s rules provide.

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Material U.S. federal income tax consequences to U.S. holders

The following general summary describes the material U.S. federal income tax consequences to U.S. Holders (as defined below) of owning and disposing of our ordinary shares and is the opinion of Goodwin Procter LLP insofar as it relates to legal conclusions with respect to matters of U.S. federal income tax law. This summary is based upon the Code (as defined below), final, temporary and proposed U.S. Treasury Regulations and administrative and judicial interpretations, all of which are subject to change, possibly with retroactive effect. Furthermore, we can provide no assurance that the tax consequences contained in this summary will not be challenged by the Internal Revenue Service, or the IRS, or will be sustained by a court if challenged.

This summary addresses only the U.S. federal income tax considerations for U.S. Holders that acquire our ordinary shares at their original issuance and hold the 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. Each prospective investor should consult a professional tax advisor with respect to the tax consequences of an investment in our ordinary shares. This summary does not address tax considerations applicable to a holder of our ordinary shares that may be subject to special tax rules including, without limitation, the following:

•

dealers in securities or currencies;

•

financial institutions;

•

regulated investment companies;

•

real estate investment trusts;

•

tax-exempt entities (including private foundations);

•

qualified retirement plans, individual retirement accounts, and other tax-deferred accounts;

•

insurance companies;

•

persons holding ordinary shares as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

•

persons that own, directly, indirectly or as a result of certain constructive ownership rules, ordinary shares representing 10% or more of the total combined voting power of all classes of our shares;

•

traders in securities that elect to use a mark-to-market method of accounting;

•

persons liable for alternative minimum tax;

•

U.S. Holders whose “functional currency” is not the U.S. dollar; or

•

U.S. tax expatriates and certain former citizens and long-term residents of the United States.

This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986 which, as amended, we refer to as the Code, the U.S. Treasury Regulations promulgated thereunder, and administrative and judicial interpretations of the Code and the U.S. Treasury Regulations, all as currently in effect, and all subject to differing interpretations or change, possibly on a retroactive basis. This summary does not address any estate, gift, state, local, non-U.S. or other tax consequences, except as specifically provided herein.

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For purposes of this summary, a “U.S. Holder” means a person that holds ordinary shares that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States (as determined under U.S. federal income tax rules);

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of any political subdivision thereof;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if it (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.

If a partnership or an entity treated as a partnership for U.S. federal income tax purposes holds ordinary shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ordinary shares or partners in such partnerships should consult their own tax advisors regarding the particular U.S. federal income tax consequences of the ownership and disposition of ordinary shares.

The following summary is of a general nature only and is not a substitute for careful tax planning and advice. U.S. Holders of ordinary shares are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of the issues discussed herein, in light of their particular circumstances, as well as any considerations arising under the laws of any foreign, state, local or other taxing jurisdiction.

Taxation of distributions on ordinary shares

Subject to the discussion under “—Passive foreign investment company” below, the gross amount of any distribution (including amounts, if any, withheld in respect of Irish withholding tax) actually or constructively received by a U.S. Holder with respect to our ordinary shares will be taxable to the U.S. Holder as a dividend to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions to a U.S. Holder in excess of earnings and profits will be treated first as a return of capital that reduces a U.S. Holder’s tax basis in such ordinary shares (thereby increasing the amount of gain or decreasing the amount of loss that a U.S. Holder would recognize on a subsequent disposition of our ordinary shares), and then as gain from the sale or exchange of such ordinary shares. In the event we make distributions to holders of ordinary shares, we may or may not calculate our earnings and profits under U.S. federal income tax principles. If we do not do so, any distribution may be required to be regarded as a dividend, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain. The amount of any distribution of currency other than U.S. dollars (or any other property distributed) will be the U.S. dollar value of that currency (or other property) on the date of distribution. The amount of the dividend will generally be treated as foreign-source dividend income to U.S. Holders.

Non-corporate U.S. Holders will generally be eligible for the preferential U.S. federal rate on qualified dividend income, provided that we are a “qualified foreign corporation,” the shares on which the dividend is paid are held for a minimum holding period, and other requirements are satisfied.

A “qualified foreign corporation” includes a foreign corporation that is eligible for the benefits of an income tax treaty with the United States, if such treaty contains an exchange of information provision and the U.S. Treasury Department has determined that the income tax treaty is satisfactory for purposes of the legislation. The U.S. Treasury Department has determined that the income tax treaty between the United

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States and Ireland is satisfactory for these purposes. In addition, a foreign corporation not otherwise treated as a qualified foreign corporation will be nevertheless so treated if the stock with respect to which dividends are paid is readily tradable on a U.S. established securities market. Notwithstanding the foregoing, dividends paid with respect of stock of a foreign corporation that is a PFIC (as defined below) in the year of the distribution or in the prior tax year will not be eligible for the preferential U.S. federal rate on dividends. Based on current law and applicable administrative guidance, our dividends should be eligible for treatment as qualified dividend income, provided that the holding period and other requirements are satisfied.

Distributions to U.S. Holders generally will not be eligible for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

Taxation of sale, exchange or other taxable disposition of ordinary shares

Upon the sale, exchange or other taxable disposition of an ordinary share, a U.S. Holder generally will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange or other disposition and such U.S. Holder’s tax basis in the ordinary share. The amount realized on the sale, exchange or other taxable disposition of the ordinary shares will be the U.S. dollars received in the transaction, which is determined for cash basis taxpayers on the settlement date for the transaction and for accrual basis taxpayers on the trade date (although accrual basis taxpayers can also elect the settlement date to avoid exchange rate gain or loss arising between the trade date and settlement date). Subject to the discussion under “—Passive foreign investment company” below, any such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares transferred exceeds one year on the date of the sale or disposition. Long-term capital gains of non-corporate U.S. Holders derived with respect to the disposition of ordinary shares are currently subject to tax at reduced rates. The deductibility of capital losses is subject to several limitations. The gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

Disclosure of reportable transactions

If a U.S. Holder sells or disposes of the ordinary shares at a loss or otherwise incurs certain losses that meet certain thresholds, such U.S. Holder may be required to file a disclosure statement with the IRS. Failure to comply with these and other reporting requirements could result in the imposition of significant penalties.

Passive foreign investment company

A foreign corporation is a passive foreign investment company, or PFIC, within the meaning of Section 1297 of the Code if, during any taxable year, (i) 75% or more of its gross income consists of certain types of passive income or (ii) the average quarterly value (or basis in certain cases) of its passive assets (generally assets that generate passive income) is 50% or more of the average quarterly value (or basis in certain cases) of all of its assets. In arriving at this calculation, a pro rata portion of the income and assets of each corporation in which we own, directly or indirectly, at least a 25% interest, as determined by the value of such corporation, must be taken into account. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions.

If we were a PFIC for any taxable year during which a taxable U.S. Holder held ordinary shares, gain recognized by the U.S. Holder on a sale or other disposition (including certain pledges) of the ordinary shares would be allocated ratably over the U.S. Holder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject

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to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a U.S. Holder on its ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution, referred to as an excess distribution, would be subject to taxation in the same manner as gain, described immediately above. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the ordinary shares. In addition, each U.S. Holder of a PFIC is required to file an annual report containing such information as the U.S. Department of the Treasury may require. If we were classified as a PFIC in any year with respect to which a U.S. Holder owns ordinary shares, we would continue to be treated as a PFIC with respect to the U.S. Holder in all succeeding years during which the U.S. Holder owns ordinary shares, regardless of whether we continue to meet the tests described above. However, if we ceased to be a PFIC, a U.S. Holder of our ordinary shares could avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to our ordinary shares.

Based on our estimated gross income, the average value of our gross assets, and the nature of the businesses conducted by our “25% or greater” owned subsidiaries, we do not believe that we will be a PFIC for the current taxable year and do not expect to become one in the foreseeable future. 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. If our income or asset composition were to become more passive (including through the acquisition of assets that generate passive income), we could potentially become a PFIC.

Information reporting and backup withholding

Information reporting requirements may apply to payments with respect to ordinary shares paid to a U.S. Holder other than certain exempt recipients (such as corporations). Backup withholding may also apply to such payments if such U.S. Holder fails to provide a taxpayer identification number or certification of other exempt status or fails to comply with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability provided that the required information is furnished by such U.S. Holder to the IRS. A U.S. Holder who does not provide a correct taxpayer identification number may be subject to penalties imposed by the IRS.

Medicare tax

For taxable years beginning after December 31, 2012, individuals with income in excess of $200,000 ($250,000 in the case of married individuals filing jointly and $125,000 in the case of married individuals filing separately) and estates and trusts are subject to an additional 3.8% tax on their “net investment income,” which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital gains (other than certain amounts earned from certain trades or businesses). U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the effect, if any, of the Medicare Tax on their ownership and disposition of our ordinary shares.

Information reporting of specified foreign financial assets

Pursuant to recently enacted legislation, an individual U.S. Holder (together with certain U.S. entities to the extent provided in IRS guidance) with interests in “specified foreign financial assets” (as defined in Section 6038D of the Code) generally is required to file IRS Form 8938 with information relating to the

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assets for each taxable year in which the aggregate value of all such assets exceeds thresholds prescribed by applicable IRS guidance. For this purpose, “specified foreign financial assets” generally include, among other assets, a U.S. Holder’s ordinary shares, unless such shares were held on such U.S. Holder’s behalf through a U.S. financial institution. Substantial penalties may be imposed upon a U.S. Holder that fails to comply. Also, in the event an individual U.S. Holder (together with certain U.S. entities to the extent provided in IRS guidance) that is required to file IRS Form 8938 does not file such form or fails to provide on such form all required information, the statute of limitations on the assessment and collection of U.S. federal income taxes of such U.S. Holder for the related tax year may not close until three years after the date the required information is filed. In addition, the generally applicable statute of limitations is extended to six years if a taxpayer omits from gross income more than $5,000 from one or more assets required to be reported on Form 8938 (determined without regard to any dollar-based reporting threshold or any regulatory exceptions to reporting), even if the assets have been properly reported on Form 8938. Each U.S. Holder should consult its own tax advisor as to the possible obligation to file IRS Form 8938.

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Underwriting

We and the selling shareholders are offering the ordinary shares described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated are acting as joint book-running managers of the offering and as representatives of the underwriters. We and the selling shareholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the selling shareholders have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of ordinary shares listed next to its name in the following table:


Name		Number of Shares


J.P. Morgan Securities LLC

Credit Suisse Securities (USA) LLC

UBS Securities LLC

Stifel, Nicolaus & Company, Incorporated

Raymond James & Associates, Inc.


Total

We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority, Inc. up to .

The underwriters are committed to purchase all the ordinary shares offered by us and the selling shareholders if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the ordinary shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to additional ordinary shares from us and certain selling shareholders (which includes shares offered by us and the remaining shares offered by such selling shareholders) to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional ordinary shares are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

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The underwriting fee is equal to the public offering price per ordinary share less the amount paid by the underwriters to us and the selling shareholders per ordinary share. The underwriting fee is $ per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Paid by us

Paid by
the selling shareholders

Total

Without

over-allotment

exercise

With full

over-allotment

exercise

Without

over-allotment

exercise

With full

over-allotment

exercise

Without

over-allotment

exercise

Without

over-allotment

exercise

Per share

Total

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any of our ordinary shares or securities convertible into or exchangeable or exercisable for any of our ordinary shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any ordinary shares or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of ordinary shares or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC for a period of 180 days after the date of this prospectus, other than (a) the ordinary shares to be sold hereunder, (b) the grant of options under or any ordinary shares issued upon the exercise of options granted under our existing share plans, (c) the filing of a registration statement on Form S-8 with respect to such share plans, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act or (e) ordinary shares or warrants to purchase ordinary shares issued in connection with acquisitions of businesses, provided that (i) the aggregate number of ordinary shares issuable pursuant to clause (e) during the restricted period shall not equal or exceed 5% of the total number of ordinary shares issued and outstanding immediately following this offering and (ii) the recipient of any ordinary shares shall execute and deliver a lock-up agreement.

Our directors and executive officers and all of the holders of our outstanding ordinary shares (on a fully-diluted basis as of December 31, 2013 without giving effect to this offering) have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC, (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose

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of, directly or indirectly, any of our ordinary shares or any securities convertible into or exercisable or exchangeable for our ordinary shares (including, without limitation, ordinary shares or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a share option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any of our ordinary shares or any security convertible into or exercisable or exchangeable for our ordinary shares. These restrictions shall not apply to: (a) the sale of ordinary shares in this offering, (b) transfers as a bona fide gift or gifts, (c) transfers to a trust the beneficiaries of which are exclusively the shareholder or an immediately family member, or in the case of such a trust, to any beneficiaries of the trust, in each case, if such transfer is not for value, or transfers to an entity directly or indirectly wholly owned by the shareholder or any immediate family member, (d) transfers of to any immediate family member, (e) transfers by will, other testamentary document or intestate succession to any immediate family member, (f) the exercise, including by “net” exercise, of any outstanding option or warrant to acquire ordinary shares or the conversion of any outstanding convertible security into ordinary shares in accordance with the terms of such option, warrant or convertible security, (g) the sale or transfer to us of ordinary shares in connection with the exercise of options or warrants on a “net” exercise basis described in (f) necessary to generate only such amount of cash needed for the payment of taxes due as a result of the exercise of such options or warrant, (h) transfers or distributions to members, limited partners, shareholders or affiliates of the shareholder and (i) transactions relating to ordinary shares acquired in open market transactions after the completion of the offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be made, and provided that, in the case of any transfer or distribution pursuant to clause (b), (c), (d), (e) or (h), each recipient of ordinary shares executes a lock-up letter and no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily during such 180-day period.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We have applied to have our ordinary shares approved for listing on the NASDAQ Global Market under the symbol “THNX.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling ordinary shares in the open market for the purpose of preventing or retarding a decline in the market price of the ordinary shares while this offering is in progress. These stabilizing transactions may include making short sales of the ordinary shares, which involves the sale by the underwriters of a greater number of ordinary shares than they are required to purchase in this offering, and purchasing ordinary shares on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. 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 that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

153

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the ordinary shares, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase ordinary shares in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the ordinary shares or preventing or retarding a decline in the market price of the ordinary shares, and, as a result, the price of the ordinary shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NASDAQ Global Market, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

•

the information set forth in this prospectus and otherwise available to the representatives;

•

our prospects and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

our prospects for future earnings;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded equity securities of generally comparable companies; and

•

other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our ordinary shares, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order, all such persons together being referred to as relevant persons. The securities are only available to, and any invitation, offer

154

or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each, a Relevant Member State, from and including the date on which the European Union Prospectus Directive, or the EU Prospectus Directive, is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

•

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•

to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

•

to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive) subject to obtaining the prior consent of the book-running manager(s) for any such offer; or

•

in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities 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 securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

This document, as well as any other material relating to the shares which are the subject of the offering contemplated by this prospectus, do not constitute an issue prospectus pursuant to Article 652a and/or 1156 of the Swiss Code of Obligations. The shares will not be listed on the SIX Swiss Exchange and, therefore, the documents relating to the shares, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange. The shares are being offered in Switzerland by way of a private placement, i.e., to a small number of selected investors only, without any public offer and only to investors who do not purchase the shares with the intention to distribute them to the public. The investors will be individually approached by the issuer from time to time. This document, as well as any other material relating to the shares, is personal and confidential and does not constitute an offer to any other person. This document may only be used by those investors to whom it has been handed out in connection with the offering described herein and may neither directly nor indirectly be distributed or made available to other persons without express consent of the issuer. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.

155

Certain of the underwriters and their affiliates may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they may receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

156

Enforceability of civil liabilities

We have been advised by our Irish counsel that a judgment for the payment of money rendered by a court in the United States based on civil liability would not be automatically enforceable in Ireland. There is no treaty between Ireland and the United States providing for the reciprocal enforcement of foreign judgments. The following requirements must be met before a foreign judgment will be deemed to be enforceable in Ireland:

•

the judgment must be for a definite sum;

•

the judgment must be final and conclusive; and

•

the judgment must be provided by a court of competent jurisdiction.

An Irish court will also exercise its right to refuse judgment if the foreign judgment was obtained by fraud, if the judgment violates Irish public policy, if the judgment is in breach of natural justice or if it is irreconcilable with an earlier foreign judgment. While Irish law is unsettled in certain limited circumstances, should a claim be issued against us in the Irish courts for breaches of U.S. securities laws, the Irish courts are likely to accept jurisdiction and hear whether such breaches occurred because the company is incorporated in Ireland.

Legal matters

Legal matters with respect to U.S. federal law in connection with this offering will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts. Certain legal matters with respect to Irish 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 Arthur Cox, Dublin, Ireland. Certain legal matters with respect to U.S. federal law in connection with this offering will be passed upon for the underwriters by Pillsbury Winthrop Shaw Pittman LLP, Palo Alto, California. Certain legal matters with respect to Irish law in connection with this offering will be passed upon for the underwriters by A&L Goodbody, New York, New York.

Experts

The consolidated financial statements of Globoforce Group plc at December 31, 2012 and 2013, and for each of the three years in the period ended December 31, 2013, 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.

Where you can find more information

We have filed with the SEC a registration statement on Form S-1 (File Number 333-192234 ) under the Securities Act with respect to the ordinary shares we and the selling shareholder are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our ordinary shares, you should refer to the registration statement and to its exhibits. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

157

Upon the closing of the offering, we will be subject to the informational requirements of the Securities Exchange Act of 1934 and will file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

158

Globoforce Group plc

Index to consolidated financial statements


Report of Independent Registered Public Accounting Firm			F-2

Consolidated Balance Sheets as of December 31, 2012 and 2013 and December 31, 2013 Pro Forma (unaudited)			F-3

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2011, 2012 and 2013			F-4

Consolidated Statements of Redeemable Convertible Preferred Shares and Shareholders’ Deficit for the Years Ended December 31, 2011, 2012 and 2013 and December 31, 2013 Pro Forma (unaudited)			F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2012 and 2013			F-6

Notes to Consolidated Financial Statements			F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Globoforce Group plc

We have audited the accompanying consolidated balance sheets of Globoforce Group plc as of December 31, 2012 and 2013, and the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred shares and shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2013. 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 Globoforce Group plc at December 31, 2012 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 3, 2014

F-2

Globoforce Group plc

Consolidated Balance Sheets

(in thousands, except share and per share data)


	As of December 31,						As of December 31, 2013
	2012			2013			Pro Forma

				(unaudited)

Assets
Current assets:
Cash and cash equivalents	$	20,078		$	17,636		$	17,636
Accounts receivable		35,065			43,277			43,277
Deferred tax asset, net		187			107			107
Inventory		3,303			4,535			4,535
Prepaid expenses and other current assets		1,034			2,508			2,508

Total current assets		59,667			68,063			68,063
Property and equipment, net		2,420			3,819			3,819
Deferred tax asset, net		41			139			139
Other assets		3,254			6,259			6,259

Total assets	$	65,382		$	78,280		$	78,280


Liabilities, redeemable convertible preferred shares and shareholders’ deficit
Current liabilities:
Accounts payable	$	3,559		$	5,092		$	5,092
Accrued expenses		11,698			12,445			12,445
Current portion of long-term debt		95			—			—
Deferred revenue		60,337			78,128			78,128

Total current liabilities		75,689			95,665			95,665
Warrants to purchase redeemable convertible preferred shares		476			—			—

Total liabilities		76,165			95,665			95,665

Commitments and contingencies (Note 4)

Redeemable convertible preferred shares (Note 5)		13,095			14,473			—

Shareholders’ deficit:
Ordinary shares, €0.00002 par value; 5,000,000,000 shares authorized; 8,757,000 and 9,043,045 shares issued at December 31, 2012 and 2013 (actual), respectively, and 24,068,045 shares issued at December 31, 2013 (pro forma)		—			—			—
Additional paid-in capital		1,974			956			15,429
Treasury shares, at cost; 149,705 shares at December 31, 2013 (actual and pro forma)		—			(2,500	)		(2,500	)
Shareholder receivable		(2,086	)		—			—
Accumulated other comprehensive income		898			898			898
Accumulated deficit		(24,664	)		(31,212	)		(31,212	)

Total shareholders’ deficit		(23,878	)		(31,858	)		(17,385	)

Total liabilities, redeemable convertible preferred shares and shareholders’ deficit	$	65,382		$	78,280		$	78,280

See accompanying notes to consolidated financial statements.

F-3

Globoforce Group plc

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except per share data)


	Year Ended December 31,
	2011			2012			2013


Redemption revenue	$	123,015		$	141,136			167,841
Solution and services revenue		12,790			16,555			18,956

Total revenue		135,805			157,691			186,797
Expenses:
Cost of redemption revenue		106,827			123,240			145,515
Cost of solution and services revenue		2,025			2,586			3,209
Operations		3,363			3,735			4,367
Research and development		8,933			9,285			10,160
Sales and marketing		11,097			16,862			21,924
General and administrative		3,241			4,186			6,198

Total expenses		135,486			159,894			191,373

Income (loss) from operations		319			(2,203	)		(4,576	)
Other (expense) income, net		(827	)		828			(1,317	)

Loss before income taxes		(508	)		(1,375	)		(5,893	)
Provision for income taxes		296			461			655

Net loss attributable to ordinary shareholders	$	(804	)	$	(1,836	)		(6,548	)

Comprehensive loss	$	(804	)	$	(1,836	)		(6,548	)

Net loss per share attributable to ordinary shareholders-basic and diluted	$	(0.09	)	$	(0.21	)	$	(0.74	)

Weighted-average number of ordinary shares used in computing net loss per share attributable to ordinary shareholders-basic and diluted		8,741			8,754			8,815

Pro forma net loss per share attributable to ordinary shareholders–basic and diluted (unaudited)							$	(0.24	)

Weighted-average number of ordinary shares used in computing pro forma net loss per share attributable to ordinary shareholders–basic and diluted (unaudited)								23,789

See accompanying notes to consolidated financial statements.

F-4

Globoforce Group plc

Consolidated Statements of Redeemable Convertible Preferred Shares and Shareholders’ Deficit

(in thousands, except share data)


	Redeemable Convertible Preferred Shares						Ordinary Shares				Additional Paid-In Capital			Treasury Shares					Shareholder Receivable			Accumulated Other Comprehensive Income		Accumulated Deficit			Total Shareholders Deficit
	Shares			Amount			Shares		Amount		Additional Paid-In Capital			Shares		Amount			Shareholder Receivable			Accumulated Other Comprehensive Income		Accumulated Deficit			Total Shareholders Deficit

Balance at December 31, 2010		14,937,500		$	13,095			8,731,000	$	—	$	1,504			—	$	—		$	—		$	898	$	(22,024	)	$	(19,622	)
Share-based compensation expense		—			—			—		—		65			—		—			—			—		—			65
Note receivable issued to shareholder		—			—			—		—		—			—		—			(2,000	)		—		—			(2,000	)
Accretion of interest on note receivable from shareholder		—			—			—		—		—			—		—			(29	)		—		—			(29	)
Issuance of ordinary shares upon exercise of share options		—			—			18,500		—		6			—		—			—			—		—			6
Net loss		—			—					—		—			—		—			—			—		(804	)		(804	)

Balance at December 31, 2011		14,937,500			13,095			8,749,500		—		1,575			—		—			(2,029	)		898		(22,828	)		(22,384	)
Accretion of interest on note receivable from shareholder		—			—			—		—		—			—		—			(57	)		—		—			(57	)
Share-based compensation expense		—			—			—		—		397			—		—			—			—		—			397
Issuance of ordinary shares upon exercise of share options		—			—			7,500		—		2			—		—			—			—		—			2
Net loss		—			—			—		—		—			—		—			—			—		(1,836	)		(1,836	)

Balance at December 31, 2012		14,937,500			13,095			8,757,000		—		1,974			—		—			(2,086	)		898		(24,664	)		(23,878	)
Accretion of interest on note receivable from shareholder		—			—			—		—		—			—		—			(48	)		—		—			(48	)
Settlement of Shareholder Receivable		—			—			—		—		366			149,705		(2,500	)		2,134			—		—			—
Issuance of preferred shares upon exercise of warrants		87,500			1,378			—		—		—			—		—			—			—		—			—
Issuance of ordinary shares upon exercise of share options on a net basis including withholding taxes		—			—			286,045		—		(3,217	)		—		—			—			—		—			(3,217	)
Excess tax benefit related to exercise of share options		—			—			—		—		1,378			—		—			—			—		—			1,378
Share-based compensation expense		—			—			—		—		455			—		—			—			—		—			455
Net loss		—			—			—		—		—			—		—			—			—		(6,548	)		(6,548	)

Balance at December 31, 2013		15,025,000			14,473			9,043,045		—		956			149,705		(2,500	)		—			898		(31,212	)		(31,858	)
Conversion of redeemable convertible preferred shares into ordinary shares (unaudited)		(15,025,000	)		(14,473	)		15,025,000		—		14,473			—		—			—			—		—			14,473

Pro forma December 31, 2013 (unaudited)		—		$	—			24,068,045	$	—	$	15,429			149,705	$	(2,500	)	$	—		$	898	$	(31,212	)	$	(17,385	)

See accompanying notes to consolidated financial statements.

F-5

Globoforce Group plc

Consolidated Statements of Cash Flows

(in thousands)


	Year Ended December 31,
	2011			2012			2013

Operating activities
Net loss	$	(804	)	$	(1,836	)	$	(6,548	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense		430			515			698
Non-cash interest income		(29	)		(57	)		(48	)
Share-based compensation expense		65			397			455
Deferred income taxes		(54	)		(176	)		(38	)
Excess tax benefits related to exercise of share options		—			—			(1,398	)
Change in fair value of warrants		804			(719	)		769
Changes in assets and liabilities:
Accounts receivable		(4,978	)		(4,387	)		(8,212	)
Inventory		(1,138	)		2,001			(1,232	)
Prepaid expenses and other assets		(255	)		(279	)		(762	)
Accounts payable and accrued expenses		3,424			1,710			2,183
Deferred revenue		10,795			7,183			17,791

Net cash provided by operating activities		8,260			4,352			3,658
Investing activities
Purchases of property and equipment		(857	)		(1,225	)		(1,662	)
Issuance of shareholder receivable		(2,000	)		—			—
Decrease (increase) in restricted cash		46			(12	)		—

Net cash used in investing activities		(2,811	)		(1,237	)		(1,662	)
Financing activities
Repayment of long-term debt		(133	)		(124	)		(95	)
Proceeds from exercise of warrants		—			—			133
Excess tax benefits related to exercise of share options		—			—			1,398
Deferred initial public offering issuance costs		(3	)		(2,246	)		(2,657	)
Withholding taxes in connection with net-share exercise of share options		—			—			(3,222	)
Proceeds from exercise of share-based awards		6			2			5

Net cash used for financing activities		(130	)		(2,368	)		(4,438	)

Net increase (decrease) in cash and cash equivalents		5,319			747			(2,442	)
Cash and cash equivalents at beginning of period		14,012			19,331			20,078

Cash and cash equivalents at end of period	$	19,331		$	20,078		$	17,636

Supplemental disclosure of cash flow information
Cash paid for interest	$	15		$	14		$	11

Cash paid for income taxes	$	493		$	504		$	183

Unpaid deferred initial public offering issuance costs	$	179		$	950		$	1,298

Unpaid purchases of property and equipment	$	—		$	—		$	435

Settlement of Shareholder Receivable	$	—		$	—		$	2,500

Reclassification of warrant liability to additional paid-in capital	$	—		$	—		$	1,245

See accompanying notes to consolidated financial statements.

F-6

Globoforce Group plc

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2012 and 2013

(in thousands, except share and per share data, unless otherwise noted)

1. Organization and operations

Globoforce Group plc (the Company) is a public limited company incorporated in Ireland. On March 3, 2014, the Company changed its corporate group structure whereby the Company became the holding company of Globoforce Limited (a private limited company incorporated in 1997 in Ireland) and its wholly-owned subsidiaries by way of a share-for-share exchange in which the shareholders of Globoforce Limited exchanged their shares in Globoforce Limited for identical shares in Globoforce Group plc. Upon the exchange, the historical consolidated financial statements of Globoforce Limited became the historical consolidated financial statements of Globoforce Group plc.

The Company is a provider of a cloud-based, social recognition software solution that organizations use to engage their employees worldwide to create alignment with values and advance company goals and culture. The Company’s Software-as-a-Service platform (the SaaS platform) enables employee-to-employee recognition that is broadcast socially and made visible throughout the organization. The Company is headquartered in Dublin, Ireland. The Company has wholly-owned subsidiaries in Ireland, the United States, Canada and the United Kingdom.

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.

Unaudited pro forma presentation

The unaudited pro forma consolidated balance sheet and the unaudited pro forma statement of redeemable convertible preferred shares and shareholders’ deficit as of December 31, 2013 reflect the automatic conversion, at the closing of an initial public offering (IPO) of the Company’s ordinary shares, of all outstanding redeemable convertible preferred shares into 15,025,000 ordinary shares based on the redeemable convertible preferred shares outstanding at December 31, 2013.

F-7

shares are not entitled to receive undeclared dividends. Accordingly, the impact of the accretion of unpaid and undeclared dividends has been excluded from the determination of net loss attributable to ordinary shareholders as the holders of the redeemable convertible preferred shares are not entitled to receive undeclared dividends upon such conversion. Additionally, the gains (losses) associated with the changes in the fair value of the warrants to purchase redeemable preferred shares has been excluded from the determination of net loss as these remeasurements would not be required if the warrants to purchase preferred shares became warrants to purchase ordinary shares.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates and uncertainties

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts expensed during the reporting period. Actual results could differ from those estimates.

Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition and revenue reserves, contingent liabilities, expensing and capitalization of research and development costs of internal-use software, the determination of the fair value of share-based awards, 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 were reasonable when made.

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, client and supplier concentration, management of international activities, protection of proprietary rights, patent litigation and dependence on key individuals.

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 relative to certain estimates or to identify matters that require additional disclosure. See Note 12.

Foreign currency transactions

The functional currency of the Company and all of its subsidiaries is the U.S. dollar. Accordingly, all operating assets and liabilities are remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date or historical rates, as appropriate. Revenue and expenses are remeasured into U.S. dollars at the average rates in effect during the period. Any differences resulting from the remeasurement of assets, liabilities, and operations are recorded within other income (expense) in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2011,

F-8

2012 and 2013, the Company recorded foreign exchange gains (losses) of $(64), $58 and $(590), respectively, in other (expense) income in the accompanying consolidated statements of operations and comprehensive loss.

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. The comprehensive loss for all periods presented does not differ from the reported net loss. Accumulated other comprehensive income represents a foreign exchange gain on the initial remeasurement of the Company’s financial statements related to the switch from Euro functional currency to U.S. dollar functional currency on January 1, 2007.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at 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 primarily consist of cash on deposit with banks, and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair value.

Restricted cash

As of both December 31, 2012 and 2013, the Company had restricted cash of $55 included in other assets in the accompanying consolidated balance sheets, which represents amounts held in a revolving short-term certificate of deposit held as collateral for standby letters of credit associated with certain leased offices.

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 December 31, 2012 and 2013, 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 Note 3 for further discussion.

Revenue recognition

The Company derives its revenue primarily from contractual agreements for the delivery of its social recognition solution. The Company grants its clients rights to access the Company’s SaaS platform over the term of the agreement to administer their recognition programs, including the issuance of recognition awards to their employees. The Company’s solution also provides the recipient of an award, who is an employee of a client, the ability to redeem the award using the Company’s global e-commerce rewards network. The majority of the Company’s revenue is recognized when the clients’ employees redeem their awards and the Company delivers the e-commerce item.

The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been provided to the client; (3) the amount of fees to be paid by the client is fixed or determinable; and (4) collectability is reasonably assured.

F-9

The Company’s agreements include multiple deliverables, which comprise the delivery of the overall solution provided to its clients. The delivery of this solution includes various activities such as website configuration, hosting, upgrades, software functionality for award processing and call-center support, which represents one deliverable (the Social Recognition Solution) and is presented as solutions and services revenue in the accompanying consolidated statements of operations and comprehensive loss. The supply of gift cards and other e-commerce items selected from the Company’s global e-commerce rewards network represents a separate deliverable (the Redemption of Rewards) and is presented as redemption revenue in the accompanying consolidated statements of operations and comprehensive loss. Additionally, in certain cases, the agreements may include other professional services.

Clients do not have the right to take possession of the Company’s software during the hosting arrangement. Thus, the Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 605, Revenue Recognition. Additionally, in accordance with the provisions of ASC 605, the Company has considered certain factors, specifically, the inventory risk borne by the Company (both general inventory risk and the risk of physical loss), the latitude in pricing, the discretion in supplier selection, the credit risk borne by the Company, and the customer service functions performed by the Company related to the supply of gift cards and other e-commerce items. As a result of such considerations, the Company has determined that it is acting as the principal in the majority of its transactions and, as such, revenue for these transactions is presented in the accompanying consolidated statements of operations and comprehensive loss based upon the gross amount billed to the client. For transactions where the Company has determined that it is not acting as the principal, which is primarily due to the lack of inventory risk for the e-commerce item redeemed, revenue is presented on a net basis in the accompanying consolidated statements of operations and comprehensive loss.

In accordance with ASC 605-25, Revenue Recognition, Multiple-element arrangements, in order to treat deliverables in a multiple-deliverable arrangement as separate units of accounting, the deliverables must have stand-alone value upon delivery. In determining whether the elements in the arrangements have stand-alone value, the Company has considered the availability of the services included in the Social Recognition Solution and the Redemption of Rewards from other vendors and the nature of the products and services. To date, the Company has concluded that both of these deliverables have stand-alone value.

In accordance with ASC 605-25, the total estimated arrangement consideration is allocated at the inception of the arrangement to the identified separate units of accounting based on a relative selling price allocation. 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 not established VSOE for its offerings to date as the Social Recognition Solution has historically been sold in conjunction with the Redemption of Rewards. Additionally, 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 unavailability of relevant third party pricing information. Accordingly, the Company uses its BESP to determine the relative selling price. The Company determines BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the geographic area where services are sold, price lists, its go-to-market strategy, historic contractually stated prices and prior relationships with certain classes of clients.

The determination of BESP is made through consultation with and approval by the Company’s management, taking into consideration the go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in selling prices. The Company plans to analyze the selling prices used in its allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices will be analyzed on a more frequent basis if a significant change

F-10

in the Company’s business necessitates a more timely analysis or if the Company experiences significant variances in its selling prices.

The Social Recognition Solution is available to the clients throughout the term of the contractual agreement and is presumed to be delivered ratably over the estimated service period. The estimated service period includes both the stated term of the contractual agreement plus a typical wind down period of six months to allow for the redemption of outstanding awards at the end of a contract. Accordingly, the Company recognizes arrangement consideration allocable to the Social Recognition Solution on a straight-line basis over the estimated service period based on the lesser of the straight-line amount, or the amount that has become fixed or determinable at the end of the accounting period based upon amounts invoiced to date. Each accounting period the Company reviews, and if necessary, adjusts the estimated total arrangement consideration to be received under a client arrangement over the contractual term and, accordingly, adjusts the amount recognized for the Social Recognition Solution under the contract based on changes in the estimated total arrangement consideration. The arrangement consideration allocable to the Redemption of Rewards is recognized as revenue after an award is redeemed and the e-commerce item is delivered to the recipient. If an award is not redeemed, the Company recognizes revenue when the likelihood of its redemption becomes remote (defined as breakage), which the Company has determined to be three years after its original issuance based upon an analysis of the historical actual redemption data. Breakage amounts are subject to the consideration of the relevant jurisdictional escheatment regulations. During the years ended December 31, 2011, 2012 and 2013, the Company recognized redemption revenue related to breakage of $3,579, $3,198 and $4,460, respectively.

The Company typically invoices its clients monthly for the recognition awards processed through its solution and the associated transaction fees. The Company records amounts that have been invoiced to clients in accounts receivable and in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met.

Professional and other services sold on a stand-alone basis are recognized as the services are performed under the proportionate performance method to the extent that the Company can adequately track time incurred and can reasonably estimate efforts to complete the project. If adequate documentation does not exist, revenue recognition is deferred until the contract is completed. If there is a significant uncertainty about the project completion or receipt of payment for the consulting services, revenues are deferred until the uncertainty is resolved. If acceptance provisions exist within a professional services arrangement, revenues are deferred until client acceptance occurs. Professional and other services revenue recognized is included in solution and services revenue in the consolidated statements of operations and comprehensive loss.

The Company occasionally offers sales rebates to certain clients based on the volume of awards issued. The Company treats sales rebates as a reduction of revenue and classifies the corresponding liability as current. The Company estimates sales rebates when there is sufficient historical information available to predict the volume of expected future rebates. If the Company is unable to estimate the expected rebates reasonably, the maximum rebate percentage offered is recorded as a liability.

Shipping and handling fees billed to clients are recognized as redemption revenue and the related costs are recognized in cost of redemption revenue.

Revenue is presented net of any taxes collected from clients.

F-11

The Company offers a standard warranty on its services to replace any item that is lost during shipment. The Company estimates the costs that it may incur under the warranty program based on the number of units sold, historical and anticipated rates of warranty claims and cost per claim and records a liability equal to these estimated costs as cost of redemption revenue at the time the sale occurs. The Company assesses the adequacy of the recorded warranty liability on a quarterly basis and adjusts the amount as necessary. To date, the warranty liability has not been significant.

Cost of redemption revenue

Cost of redemption revenue primarily consists of costs related to the purchase of gift cards and other e-commerce items from suppliers worldwide, inbound and outbound shipping charges, packaging supplies and other related costs.

Cost of solution and services revenue

Cost of solution and services revenue primarily consists of costs related to supporting and hosting the Company’s employee reward recognition software solution 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 center, customer support team and the Company’s professional services staff, in addition to third-party service provider costs such as data center and networking expenses, allocated overhead and depreciation expense.

Operations expense

Operations expense consists primarily of personnel and related costs incurred in operating and staffing our fulfillment and customer service centers, allocated overhead and depreciation expense. These costs include amounts paid to third parties that assist the Company in fulfillment and customer service operations.

Research and development

Research and development expenses consist primarily of personnel and related costs, third-party contractors, depreciation and allocated overhead associated with product development, bug fixes and enhancements to existing products and services.

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 December 31, 2011, 2012 and 2013, the Company believes the substantial majority of its development efforts were either in the preliminary stage of development or in the operation stage (post-implementation), and accordingly, no costs have been

F-12

capitalized during these periods. These costs are included in the accompanying consolidated statements of operations and comprehensive loss as research and development expense.

Inventory

Inventory is stated at the lower of cost, determined on a first in, first out basis, or market, and consists primarily of various merchant gift cards and redemption codes the Company keeps in stock and makes available for the redemption of awards on its website.

The Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand. In these cases, inventory is reduced to estimated realizable value based on historical usage and expected demand. To date, such amounts have not been material. Inherent in the Company’s estimates of market value in determining inventory valuation are estimates related to economic trends, future demand for the Company’s products, and potential expiration dates associated with the Company’s gift card inventory.

Allowance for doubtful accounts

The Company reduces gross trade accounts receivable by an allowance for doubtful accounts based upon the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable and based upon historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with specific accounts. Provisions for the allowance for doubtful accounts are recorded in general and administrative expense. As of December 31, 2012 and 2013, the Company did not record an allowance for doubtful accounts.

Off-balance sheet risk and concentration of credit risk

The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high credit standing. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, will exceed federally insured limits.

The Company routinely assesses the creditworthiness of its clients. The Company has not experienced any material losses related to receivables from individual clients, or groups of clients and the Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses, if any, is believed by management to be probable in the Company’s accounts receivable.

The Company had certain clients whose revenue individually represented 10% or more of the Company’s total revenue, as follows:


	Year Ended December 31,
	2011			2013
			2012
Client A		35%	32%		31%

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The Company had certain clients whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as of:


	December 31,
	2012		2013

Client A		37%		30%
Client B		11		*

Less than 10% of total accounts receivable.

Property and equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. 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.

Property and equipment consists of the following:


	Estimated Useful Life (in Years)	December 31,
	Estimated Useful Life (in Years)	2012		2013

Computer equipment and software	3 -5	$	2,438	$	4,028
Furniture and fixtures	5		811		866
Leasehold improvements	Shorter of the lease term or the estimated useful life		741		1,193

			3,990	$	6,087
Less accumulated depreciation and amortization			1,570		2,268

		$	2,420	$	3,819

Depreciation and amortization expense for the years ended December 31, 2011, 2012 and 2013 was $430, $515, and $698, respectively.

Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements are capitalized as additions to property and equipment.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount 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. If impairment exists, the Company adjusts the carrying value of the asset to fair value, generally determined by a discounted cash flow analysis.

For the years ended December 31, 2011, 2012 and 2013, the Company has not identified any impairment of its long-lived assets.

F-14

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 redeemable 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) applicable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period. Diluted net income (loss) per share 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.

Diluted net income (loss) per share gives effect to all potentially dilutive securities, including redeemable convertible preferred shares, and shares issuable upon the exercise of outstanding warrants and share options, using the treasury stock method.

For the years ended December 31, 2011, 2012 and 2013, the Company has excluded the effects of all potentially dilutive shares from the weighted-average number of common shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses incurred for those periods.

The following potentially dilutive ordinary share equivalents have been excluded from the computation of diluted weighted-average shares outstanding for the years ended December 31, 2011, 2012 and 2013 as their effect would have been anti-dilutive:



	December 31,
(in thousands)	2011		2012		2013


Ordinary share options		1,118		1,603		1,012

Warrants to purchase redeemable convertible preferred shares		263		88		—
Redeemable convertible preferred shares		14,938		14,938		15,025

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 redeemable convertible preferred shares into ordinary shares and the conversion of all warrants to purchase redeemable convertible preferred shares into warrants to purchase ordinary shares, as if such conversion had occurred as of the date of original issuance. Upon conversion of the redeemable convertible preferred shares into ordinary shares in the event of an IPO, the holders of the redeemable convertible preferred shares are not entitled to receive undeclared dividends. Accordingly, the impact of the accretion of unpaid and undeclared dividends has been excluded from the determination of net loss attributable to ordinary shareholders as the holders of the redeemable convertible preferred shares are not entitled to receive undeclared dividends upon such conversion. Additionally, the gains (losses) associated with the changes in the fair value of the warrants to purchase redeemable preferred shares has been excluded from the determination of net loss as these remeasurements would not be required when the warrants to purchase preferred shares become warrants to purchase ordinary shares.

F-15

A reconciliation of the pro forma net loss per share is as follows:


(in thousands, except per share data)	Year Ended December 31, 2013

Numerator:
Net loss attributable to ordinary shareholders	$	(6,548	)
Change in the fair value of warrants		769

Pro forma net loss attributable to ordinary shareholders	$	(5,779	)

Denominator:
Weighted-average ordinary shares outstanding—basic		8,815
Adjustment for assumed conversion of redeemable convertible preferred shares		14,974

Weighted-average number of ordinary shares used in computing pro forma net loss per share—basic and diluted		23,789

Pro forma net loss per share attributable to ordinary shareholders—basic and diluted	$	(0.24	)

Income taxes

The Company accounts 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.

The Company accounts for uncertain tax positions recognized in the consolidated financial statements by prescribing a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has no recorded liabilities for uncertain tax positions as of December 31, 2012 and 2013.

Share-based compensation

For share options issued under the Company’s share-based compensation plans which are more fully described in Note 5, 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 service-based options, the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award.

Given the absence of an active market for the Company’s ordinary shares, the Board of Directors (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 option grant. The Board considered numerous objective and subjective factors in determining the value of the Company’s ordinary shares at each option grant date, including the following factors: (1) prices paid for the Company’s redeemable 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 redeemable convertible preferred shares and ordinary shares; (2) valuations performed by an independent valuation specialist; (3) the Company’s stage of development and revenue growth; (4) the fact that the option grants involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the ordinary shares underlying the options, 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 redeemable convertible preferred shares. As the Company’s ordinary shares are not actively

F-16

traded, the determination of fair value involves assumptions, judgments and estimates. If different assumptions were made, share-based compensation expense, net loss and consolidated net 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 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 life of options 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. 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 assumptions utilized to determine the fair value of options granted are presented in the following table:



	Year Ended December 31,
	2011		2012		2013

Expected dividend yield		—		—		—
Expected volatility		51%		51%		—
Risk-free interest rate		1.34%		0.68%		—
Expected term (in years)		4.75		4.75		—

The weighted-average fair value of options granted during the years ended December 31, 2011 and 2012, was $3.76 and $2.62 per share, respectively. The Company did not grant any share options during the year ended December 31, 2013.

See Note 5 for a summary of the share option activity for the year ended December 31, 2013.

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 December 31, 2012 and 2013, the Company had deferred issuance costs totaling $3,199 and $6,204, respectively. Deferred issuance costs are included in other assets in the accompanying consolidated balance sheets.

Advertising costs

Advertising costs are charged to expense as incurred. The Company incurred advertising costs of $338, $315 and $465 for the years ended December 31, 2011, 2012 and 2013 respectively.

Application of new or revised accounting standards

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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.

Recent 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.

3. Fair value measurements

Fair value is an exit price, representing the price 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: Observable inputs, such as quoted prices for identical assets or liabilities in active markets;

•

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities, or market-corroborated inputs; and

•

Level 3: Unobservable inputs for which there is little or no market data which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

The valuation techniques that may be used to measure fair value are as follows:

•

Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

•

Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models, and excess earnings method.

•

Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

F-18

The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input as of December 31, 2012 and 2013:


	December 31, 2012
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total

Financial assets:
Money market funds	$	11,140	$	—	$	—		$	11,140
Restricted cash		55		—		—			55

Total financial assets	$	11,195	$	—	$	—		$	11,195

Financial liabilities:
Warrants to purchase redeemable convertible preferred shares	$	—	$	—	$	(476	)	$	(476	)

Total financial liabilities	$	—	$	—	$	(476	)	$	(476	)


	December 31, 2013
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Financial assets:
Money market funds	$	6,647	$	—	$	—	$	6,647
Restricted cash		55		—		—		55

Total financial assets	$	6,702	$	—	$	—	$	6,702

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities for the years ended December 31, 2012 and 2013:


	Level 3 Financial Liabilities


Balance at December 31, 2011	$	(1,195	)
Transfer in (out) of Level 3		—
Sales		—
Realized gains (losses)		—
Change in fair value of warrants(1)		719
Unrealized gains (losses) on securities held at period end		—

Balance at December 31, 2012		(476	)
Transfers in (out) of Level 3		—
Exercise of warrants		1,245
Sales		—
Realized gains (losses)		—
Change in fair value of warrant		(769	)

Balance at December 31, 2013	$	—

(1)

Includes change in fair value due to expiration of certain warrants in September 2012.

As of December 31, 2012, the fair value of the Company’s Level 3 financial liabilities was $476. These liabilities represented warrants to purchase redeemable convertible preferred shares which were issued in conjunction with a senior secured promissory note agreement, as more fully described in Note 5. The fair

F-19

value of the warrants was calculated using a Black-Scholes option pricing model. See Note 5 for further discussion, as well as for a summary of the significant inputs and assumptions used to determine the fair value of the warrants. On August 1, 2013, the warrant holder exercised warrants to purchase 87,500 redeemable convertible preferred shares, resulting in the issuance of 87,500 redeemable convertible preferred shares. As a result, the warrants are no longer subject to remeasurement.

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 December 31, 2012 or 2013.

4. Commitments and contingencies

Operating lease commitments

The Company leases its facilities under non-cancelable operating leases. These operating leases expire at various dates through February 2020. Future minimum rental commitments under operating leases at December 31, 2013 are as follows:


Year ending December 31,

2014	$	523
2015		527
2016		563
2017		278
2018		243
2019 and thereafter		297

	$	2,431

Certain of the Company’s operating leases include escalating payment amounts and lease incentives. The Company is recognizing the related rent expense on a straight-line basis over the term of the lease. The lease incentives are considered an inseparable part of the lease agreement and recognized as a reduction of rent expense on a straight-line basis over the term of the lease.

Rent expense for the years ended December 31, 2011, 2012 and 2013 was $430, $458 and $518, respectively.

Legal matters

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 December 31, 2011, 2012 and 2013, and, to the best of its knowledge, no material legal proceedings are currently pending or threatened.

Guarantees and indemnification obligations

The Company typically enters into indemnification agreements 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, damages caused by us to property or persons, breach of confidentiality with respect to personal data, or other liabilities relating to or arising from our solution, services or other contractual obligations. The term of these indemnification agreements is generally perpetual and survives termination or expiration of the applicable agreement. Based on when clients first sign an agreement for the Company’s service, the maximum potential amount of

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future payments the Company could be required to make under certain of these indemnification agreements is unlimited; however, in many of the Company’s contracts the Company limits the maximum potential value of such potential future payments in relation to the value of the contract. Based on historical experience and information known as of December 31, 2013, the Company has not incurred any costs for the above guarantees and indemnities.

In certain circumstances, the Company warrants that its products and services will perform in all material respects in accordance with its standard published specification documentation in effect at the time of delivery of the licensed products and services to the client for the warranty period of the product or service. 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.

5. Redeemable convertible preferred shares and shareholders’ deficit

As of December 31, 2012 and 2013, the authorized share capital of the Company was 5,000,000,000 ordinary shares, €0.00002 par value per share, and 5,000,000,000 redeemable convertible preferred shares (the Preferred Shares), €0.00002 par value per share.

Ordinary shares

Ordinary shareholders are entitled to one vote per share. Holders of ordinary share are entitled to receive dividends, when and if declared by the Board. Upon any liquidation, dissolution or winding up of the Company (a liquidation event), the remaining assets of the Company will be distributed ratably among all preferred and ordinary shareholders only after the full payment of the Preferred Share liquidation preference has been satisfied.

The Company issues share-based awards to its employees in the form of ordinary share options, all of which have the potential to increase the outstanding ordinary shares in the future.

Redeemable convertible preferred shares

As of December 31, 2012, 14,937,500 Preferred Shares were issued and outstanding. On August 1, 2013, the Company issued 87,500 redeemable convertible preferred shares upon the exercise of outstanding warrants (see below in Note 5 for further discussion). As a result, as of December 31, 2013 there were 15,025,000 Preferred Shares issued and outstanding. The table below summarizes the various tranches of Preferred Shares issued by subscription price:


Year Issued	Number of Preferred Shares Sold			Subscription Price per Share (1)		Redemption Value		Carrying Value

2002		5,645,000		$	0.39	$	2,189	$	2,189
2003		2,051,000		$	0.58		1,193		1,193
2003		718,500		$	0.63		453		453
2004		6,523,000		$	1.42		9,260		9,260
2013		87,500	(2)	$	1.52		133		1,378	(3)

Total		15,025,000				$	13,228	$	14,473

(1)

Translated using the Euro to U.S. dollar exchange rate as of the respective date of issuance of 0.86, 1.08, 1.16, 1.24 and 1.33 for 5,645,000 shares, 2,051,000 shares, 718,500 shares, 6,523,000 shares and 87,500 shares, respectively.

(2)

Issued upon exercise of warrants.

(3)

Recorded at issuance date fair value.

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The significant terms of the Company’s Preferred Shares were as follows:

Voting

The holders of the Preferred Shares are entitled to vote, together with the holders of ordinary 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 or, on a poll, one vote on a show of hands.

Dividends

The holders of the Preferred Shares are entitled to receive, when and as declared by the Board and out of funds legally available, non-cumulative dividends at a rate of 8% of the original subscription price per share, per annum, payable in preference and priority to any payment of any dividend on ordinary shares. Through December 31, 2013, no dividends have been declared or paid by the Company.

Liquidation preference

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of the Preferred Shares shall be entitled to receive, in preference to any distribution to the holders of ordinary shares, an amount of cash per share equal to the original subscription price, plus accrued and unpaid dividends for such shares.

After the initial payment has been made, the remaining assets for distribution shall be distributed among the holders of the Preferred Shares and ordinary shares, pro rata, based on the number of shares held by each holder, treating all such Preferred Shares as if they had been converted to ordinary shares immediately prior to such liquidation, dissolution, or winding up of the Company. If the funds available upon liquidation are insufficient to satisfy in full the Preferred Share liquidation amount, the assets of the Company shall be shared ratably among the holders of the Preferred Shares based upon the amount of shares held respectively at the time of such event.

A merger, acquisition, sale of voting control, or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving company shall be deemed to be a liquidation.

Conversion

Each Preferred Share is convertible, at the option of the holder, at any time into a single ordinary share. 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.

The Company performs assessments of all terms and features of the Preferred Shares in order to identify any potential embedded features that would require bifurcation or any beneficial conversion feature. As part of this analysis, the Company assessed the economic characteristics and risks of the Preferred Shares, including conversion, liquidation and redemption features, as well as dividend and voting rights. Based upon the Company’s determination that the Preferred Shares are an “equity host,” the Company determined that the features of the Preferred Shares are most closely associated with an equity host, and, although the Preferred Shares include a conversion feature, such conversion feature does not require bifurcation as a derivative liability.

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As of December 31, 2012 and 2013, the number of ordinary shares that would be required to be issued assuming conversion of all of the issued and outstanding Preferred Shares was 14,937,500 and 15,025,000 shares, respectively.

Redemption

At the discretion of the investor majority, the holders of the Preferred Shares may redeem their shares in an amount equal to the original subscription price, plus accrued and unpaid dividends for such shares, under the following circumstances: i) on a return of assets on liquidation or on a reduction of capital; ii) in the event of a sale of the Company; and iii) in the event of a sale by the Company of the whole or substantially the whole of its business and/or assets. The carrying value of the Preferred Shares was accreted to its redemption value on the date of issuance, which is considered to be the earliest redemption date.

If the Company does not have sufficient funds legally available to redeem all Preferred Shares to be redeemed at a redemption date or upon liquidation, then the Company will redeem or liquidate such shares ratably to the extent possible.

As the Preferred Shares may become redeemable upon an event that is outside of the control of the Company, the value of the Preferred Shares has been classified outside of permanent equity and recorded at its redemption value upon issuance.

On August 1, 2013, the warrant holder exercised warrants to purchase 87,500 redeemable convertible preferred shares for total consideration of $133, resulting in the issuance of 87,500 redeemable convertible preferred shares. The Company accounted for the redeemable convertible preferred shares issued upon the exercise of the warrants at the issuance date fair value of $1,378, which is greater than redemption value.

As of December 31, 2012 and 2013, no Preferred Shares have been converted or redeemed for ordinary shares or cash.

Share option plans

The Company’s Employee Share Option Scheme (the 2009 Plan) provides for the issuance of incentive and non-qualified share option awards to employees, officers and directors of the Company. The Board determines the period over which share options become exercisable, which is typically four years, with 25% vesting after one year, and the balance vesting pro rata each year thereafter. The contractual term of the options is seven years. As of December 31, 2011, the total number of ordinary shares which may be issued under the 2009 Plan was 3,273,840. As of December 31, 2011, the number of options available for future grant was 542,250. No share options were granted under the 2009 Plan during 2012 and the 2009 Plan expired on June 30, 2012. Share options issued under the 2009 Plan that expire or become forfeited after the expiration of the 2009 Plan will increase the number of shares available for grant under the 2012 Plan.

In March 2012, the Board adopted the 2012 Stock Option and Incentive Plan (the 2012 Plan). Under the 2012 Plan, 542,250 shares were reserved for future issuance as of the date of adoption by the Board. The number of options issued under the 2012 Plan reduced the corresponding number of shares available under the 2009 Plan. The exercise price of options granted under the 2012 Plan may not be less than 100% of the fair value of the Company’s ordinary shares at the option grant date. Options granted are exercisable over a maximum term of seven years from the date of the grant and generally vest over a period of four years. In the case of an incentive share option that is granted to an owner of 10% of the Company’s shares, the term of such share option shall be no more than five years from the date of grant.

On September 19, 2013, the Board approved an increase in the shares reserved for issuance under the 2012 Plan of 1,053,450. Additionally, the amendment to the 2012 Plan provides that the number of shares available for grant and issuance under the 2012 Plan shall be increased on the first day of each calendar year beginning January 1, 2014 by up to five percent (5%) of the number of ordinary shares issued and outstanding on each December 31 immediately prior to the date of increase or such lesser number of shares

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as determined by the Board. These increases will become effective only upon the effectiveness of the Company’s Registration Statement on Form S-1.

As of December 31, 2013, the number of options available for future grant was 354,185.

Share-based compensation expense recorded for the years ended December 31, 2011, 2012 and 2013 was as follows:


	Year Ended December 31,
	2011		2012		2013

Operations	$	—	$	41	$	32
Research and development		6		3		—
Selling and marketing		39		227		132
General and administrative		20		126		291

Total share-based compensation expense	$	65	$	397	$	455

Compensation expense for awards with graded vesting is recognized over the requisite service period using the straight-line method.

The following table summarizes the share option award activity under the 2009 Plan and the 2012 Plan during the year ended December 31, 2013:


	Shares			Weighted- Average Exercise Price, Euro		Weighted- Average Exercise Price, USD(3)		Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value(1)


Outstanding at December 31, 2012		1,602,935		€	1.78	$	2.36		3.58	$	5,276
Granted		—		€	—	$	—
Exercised		(508,000	)	€	0.22	$	0.29			$	7,535
Cancelled		(82,825	)	€	4.77	$	6.27
Expired		—		€	—	$	—

Outstanding at December 31, 2013		1,012,110		€	2.32	$	3.20		3.90	$	13,666

Exercisable at December 31, 2013		622,498		€	1.27	$	1.75		2.89	$	9,309

Vested and expected to vest at December 31, 2013(2)		999,775		€	2.98	$	4.10		3.88	$	12,593

(1)

The aggregate intrinsic value was calculated based on the positive difference, if any, between the estimated fair value of our ordinary shares on December 31, 2013 or the date of exercise, as appropriate, and the exercise price of the underlying options.

(2)

This represents the number of vested options as of December 31, 2013 plus the number of unvested options expected to vest as of December 31, 2013, based on the unvested options outstanding at December 31, 2013, adjusted for the estimated forfeiture rate.

(3)

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 in U.S. dollars using the exchange rate at the applicable date of grant, exercise, forfeiture or expiration, as appropriate.

As of December 31, 2013, there was $887 of unrecognized share-based compensation expense related to unvested share options, that is expected to be recognized over a weighted-average period of 2.15 years.

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Ordinary shares reserved for future issuance

As of December 31, 2013, the Company has reserved the following ordinary shares for future issuance:


	December 31,
	2013

Ordinary share options outstanding		1,012,110
Shares available for issuance under the Share Option Plan		354,185
Redeemable Convertible Preferred Shares outstanding		15,025,000

Total shares of authorized ordinary shares reserved for future issuance		16,391,295

Warrants to purchase redeemable convertible preferred shares

In conjunction with the issuance of a senior secured promissory note agreement and related amendments in prior years, the Company issued fully vested warrants to purchase shares of the Company’s redeemable convertible preferred shares at an exercise price of €1.15 per share as follows:


Number of Warrants Issued	Issuance Date	Expiration Date

175,500	September 1, 2005		September 1, 2012(1)

17,500	August 7, 2006		August 7, 2013(2)

17,500	May 25, 2007		May 25, 2014(2)

52,500	December 28, 2007		December 28, 2014(2)

(1)

On September 1, 2012, the warrant to purchase 175,500 redeemable convertible preferred shares expired unexercised.

(2)

On August 1, 2013, the warrant holder exercised these warrants to purchase 87,500 redeemable convertible preferred shares, resulting in the issuance of 87,500 redeemable convertible preferred shares.

The fair value of the warrants was calculated using a Black-Scholes option pricing model. The fair value of the warrants was recorded as a debt discount and was amortized to interest expense over the term of the promissory note.

The warrants were exercisable immediately upon issuance and expired on the earlier of (1) the completion of a trade sale or merger of the Company; (2) the expiration of a period of two years following a listing of the Company on a recognized stock exchange; or (3) the expiration of a seven year period from the date of issuance.

In accordance with the ASC 480-10, Distinguishing Liabilities from Equity, freestanding warrants for the Company’s redeemable convertible preferred shares related to the senior secured promissory note are recognized as liabilities and recorded at fair value. As of December 31, 2012, none of the shares exercisable under the warrants had been exercised. On August 1, 2013, the warrant holder exercised all outstanding warrants, resulting in the issuance of 87,500 redeemable convertible preferred shares. For the years ended December 31, 2011, 2012 and 2013, the Company recorded other (expense) income of $(804), $719 and $(769), respectively, in the accompanying consolidated statements of operations and comprehensive loss,

related to the change in the fair value of the warrants, including the expiration of certain warrants during 2012, which was determined utilizing the Black-Scholes option-pricing model, during each respective period. The warrant liability was reported at fair value until the warrants were exercised on August 1, 2013.

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The following weighted-average assumptions were used to determine the fair value of the warrants:


	As of December 31,				As of August 1, 2013(1)
	2011		2012		As of August 1, 2013(1)

Expected term (in years)		1.31		1.59		1.01
Expected volatility		49%		50%		53%
Expected dividend yield		—		—		—
Risk-free interest rate		0.14%		0.22%		0.17%
Estimated fair value market value of the redeemable convertible preferred shares	$	6.02	$	7.04	$	15.76
Exercise price of warrants—USD	$	1.49	$	1.52	$	1.52

(1)

On August 1, 2013, the warrant holder exercised the warrants.

6. Arrangement with shareholder

On May 20, 2011 and July 22, 2011, the Company entered into agreements (the Shareholder Agreements) with its Chief Executive Officer and shareholder (the Shareholder), whereby, the Shareholder received an aggregate of $2,000, requiring repayment of $2,500 (the Repayment Amount) on the repayment date. The terms of the Shareholder Agreements require the Repayment Amount to be repaid on the earlier of the 9^th anniversary of the Shareholder Agreements, or an event triggering a repayment, as defined in the Shareholder Agreements. At the Shareholder’s option, the form of payment to fully satisfy the obligation consists of: (1) the transfer of ordinary shares owned by the Shareholder equal to the quotient of $2,500 divided by the price per share as of the repayment date, with a limit on the amount of shares to be used for repayment of 1,248,130 shares; (2) a cash payment; or (3) a combination of shares and cash.

As security for the Shareholder Agreements, the Shareholder placed 1,248,130 ordinary shares of the Company into escrow. The Shareholder retains title to the shares while in escrow and the right to receive cash dividends and voting rights. These shares will be released at the settlement date and will be paid to the Company or returned to the Shareholder depending upon the form of repayment.

The Company has accreted the difference between the original amount of $2,000 and the Repayment Amount as interest income over the term of the Shareholder Agreements. For the years ended December 31, 2011, 2012 and 2013, the Company recorded $29, $57 and $48, respectively, of interest income, which is recorded in other (expense) income in the accompanying consolidated statements of operations and comprehensive loss. The shareholder receivable under the Shareholder Agreements is presented within shareholders’ deficit. As of December 31, 2012, this receivable amounted to $2,086.

On November 8, 2013, the Shareholder repaid the $2,500 by settlement of 149,705 shares.

7. Income Taxes

Income (loss) before the provision for income taxes consists of the following:


	Year Ended December 31,
	2011			2012			2013

Ireland	$	(1,154	)	$	(2,467	)	$	(7,433	)
Foreign		646			1,092			1,540

Total	$	(508	)	$	(1,375	)	$	(5,893	)

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The provision for income taxes in the accompanying consolidated financial statements consists of the following:


	Year Ended December 31,
	2011			2012			2013

Current provision:
Ireland	$	—		$	—		$	—
Foreign		350			637			693

Total current		350			637			693

Deferred benefit:
Ireland		—			—			—
Foreign		(54	)		(176	)		(38	)

Total deferred		(54	)		(176	)		(38	)

Total provision	$	296		$	461		$	655

A reconciliation of the Irish statutory rate to the Company’s effective tax rate is as follows:


	Year Ended December 31,
	2011			2012			2013

Tax due at statutory rate		12.5%			12.5%			12.5%
U.S. state taxes, net of U.S. federal		(7.7	)		(4.6	)		(1.5	)
Meals & entertainment		(3.7	)		(0.9	)		(0.3	)
Foreign rate differential		(29.4	)		(18.2	)		(6.1	)
Warrant expense		(19.9	)		5.9			(1.6	)
Research credits		55.6			6.4			0.3
Change in valuation allowance		(73.6	)		(35.4	)		(14.0	)
Other, net		7.7			0.8			(0.4	)

Effective tax rate		(58.5)%			(33.5)%			(11.1)%

The Company’s parent entity is domiciled in Ireland and its earnings are subject to a statutory tax rate of 12.5%. The effective tax rate reconciliation above utilizes the parent’s statutory rate of 12.5%. The Company’s effective tax rate differs from the statutory rate each year primarily due to the jurisdictional mix of earnings (profits are earned in the United States, the United Kingdom and Canada that are taxed at a rate higher than the statutory rate of 12.5%), the valuation allowance maintained against the net Irish deferred tax assets and the impact of permanent differences (primarily related to non-deductible expenses and Irish research credits).

The Company utilized federal and state tax attributes in 2013, which were comprised of cumulative deductions for share options in excess of book expense. Under income tax accounting rules, the portion of tax benefits attributable to such deductions must be recorded as an adjustment to equity versus a reduction of income tax expense. In the year ended December 31, 2013, the tax benefits from such share-based awards was $1,398, which the Company recorded as an equity adjustment to additional paid-in capital.

F-27

Net deferred tax assets (liabilities) consisted of the following at December 31, 2012 and 2013:


	As of December 31
	2012			2013

Net operating loss carryforwards	$	2,413		$	3,835
Deferred revenue		712			—
Depreciation		21			37
Research credit carryforwards		670			764
Accrued compensation		187			96
Share-based compensation		120			142
Other		17			97

Gross deferred tax assets		4,140			4,971
Valuation allowance		(3,833	)		(4,656	)

Deferred tax assets, net		307			315
Depreciation		(79	)		(69	)

Gross deferred tax liabilities		(79	)		(69	)

Net deferred tax asset	$	228		$	246

In assessing the ability to realize the 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 upon the Company’s historical and forecasted future Irish losses, the Company has determined that the uncertainty regarding the realization of these assets is sufficient to warrant the need for a full valuation allowance against its Irish net deferred tax assets. The net increase in the valuation allowance of approximately $823 from 2012 to 2013 principally relates to the tax-affect of the 2013 Irish loss as well as the valuation allowance maintained against Irish research credits generated in 2013.

As of December 31, 2012 and 2013, the Company had Irish net operating loss carryforwards of approximately $19,303 and $30,673, respectively. These Irish net operating loss carryforwards do not expire. As of December 31, 2012 and 2013, the Company had Irish research credit carryforwards available of approximately $670 and $764, respectively. These Irish research credit carryforwards do not expire.

On January 1, 2009, the Company adopted the provision for uncertain tax positions under ASC 740-10, Income Taxes. The Company had no uncertain positions or 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 December 31, 2012 and 2013, the Company has 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 December 31, 2012 and 2013, the Company had no accrued interest or penalties related to uncertain tax positions.

The Company is subject to taxation in Ireland, the United States, Canada and the United Kingdom. At December 31, 2013, domestic tax years from 2010 through 2013 and foreign tax years from 2009 through 2013 remain open to examination by the taxing authorities.

The Company has U.S. federal and state net operating loss carryforwards available at December 31, 2013 of $5,772 and $3,562, respectively. These amounts were not recorded as tax assets as these net operating losses relate to excess share-based compensation deductions that may not be recorded as tax assets under

F-28

generally accepted accounting principles until the amounts have been utilized to reduce the Company’s tax liability. To the extent these assets are used to reduce future taxes, the benefit will be recorded as an equity adjustment to additional paid-in capital. The federal net operating losses begin expiring in 2033 and the state net operating losses begin expiring in 2023.

The Company’s current intention is to permanently reinvest the total amount of its unremitted earnings in the local international jurisdiction. As such, the Company has not provided for Irish taxes on the unremitted earnings of its international subsidiaries. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to Irish income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The cumulative amount of undistributed earnings of foreign subsidiaries, for which Irish income taxes have not been provided, totaled approximately $2,800 at December 31, 2013. At December 31, 2013, the cash available in the Company’s foreign subsidiaries totaled approximately $125. The Company does not have any plans to repatriate these earnings because the underlying cash is required to fund the ongoing operations of the foreign subsidiaries. The additional taxes that might be payable upon repatriation of the Company’s foreign earnings is approximately $140.

8. Accrued expenses

Accrued expenses consist of the following:


	As of December 31,
	2012		2013

Accrued sales rebates	$	3,063	$	1,658
Accrued payroll and related benefits		2,806		3,362
Accrued sales and other taxes		1,607		1,944
Accrued professional fees and outside contractors		2,044		2,823
Inventory deposits collected from clients		728		734
Other current liabilities		1,450		1,924

Total accrued expenses	$	11,698	$	12,445

9. Other income (expense)



	Year Ended December 31,
	2011			2012			2013

Interest income	$	57		$	68		$	55
Interest expense		(16	)		(17	)		(13	)
Foreign exchange (loss) gain		(64	)		58			(590	)
Change in the fair value of warrants		(804	)		719			(769	)

Total other income (expense)	$	(827	)	$	828		$	(1,317	)

10. Segment information

Disclosure requirements about segments of an enterprise and related information establish standards for reporting information regarding operating segments in annual financial statements and require selected information of those segments to be presented in interim financial reports issued to shareholders. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in

F-29

making decisions on how to allocate resources and assess performance. The Company’s chief decision maker is the chief executive officer. The chief decision maker views the Company’s operations and manages its business as one operating segment.

Geographic data

The Company allocates, for the purpose of geographic segment reporting, its redemption revenue and solution and services revenue based on the location of the local merchant selected by the clients’ employees when the awards are redeemed. Total revenue to unaffiliated clients by geographic area was as follows:


	Year Ended December 31,
	2011		2012		2013

Revenue:
United States	$	82,066	$	93,268	$	110,858
United Kingdom		11,985		14,703		15,608
Germany		6,066		6,741		7,752
Other		35,688		42,979		52,579

Total revenue	$	135,805	$	157,691	$	186,797

During the years ended December 31, 2011, 2012 and 2013, no other country contributed more than 10% of the Company’s total revenue.

As of December 31, 2012 and 2013, property and equipment by location was as follows:


	As of December 31,
	2012		2013

Ireland	$	2,124	$	3,512
United States		296		307

Total	$	2,420	$	3,819

11. 401(k) savings plan

The Company maintains a defined contribution savings plan covering all eligible U.S. employees under Section 401(k) of the Internal Revenue Code. Company contributions to the plan may be made at the discretion of the Board. To date, the Company has made certain Safe Harbor matching contributions to non-highly compensated employees under the plan, which were not material to any individual year.

In addition, the Company maintains defined contribution plans for employees in Ireland and the United Kingdom, for which the Company has historically made matching contributions, which have not been material to any individual year.

12. Subsequent Events

The Company has completed an evaluation of all subsequent events after the audited consolidated balance sheet date of December 31, 2013 through March 3, 2014, the date this Registration Statement on Form S-1 was filed with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2013, and events which occurred subsequently but were not recognized in the consolidated 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-30

On February 24, 2014, the Board approved the following actions, which were subsequently approved by the shareholders on March 3, 2014 and became effective on the same day:

•

A share-for-share exchange in which the shareholders of Globoforce Limited, a private limited company, exchanged their shares in Globoforce Limited for identical shares in Globoforce Group plc, an entity created for the purpose of facilitating the Company’s IPO. Globoforce Group plc, a public limited company, became the holding company of Globoforce Limited (a private limited company incorporated in 1997 in the Republic of Ireland) and its wholly-owned subsidiaries by way of the share-for-share exchange. Upon the exchange, the historical consolidated financial statements of Globoforce Limited became the historical consolidated financial statements of Globoforce Group plc. Upon completion of the share-for-share exchange, the authorized share capital of the Company was amended to be 5,000,000,000 ordinary shares, €0.00002 par value per share, and 5,000,000,000 redeemable convertible preferred shares, €0.00002 par value per share, 40,000 class B ordinary shares, €1.00 par value per share and 40,000 class B deferred shares, €1.00 par value per share. 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.

•

A 5-for-1 split of the Company’s ordinary shares and redeemable convertible preferred shares. 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.

•

The adoption of the Globoforce Limited 2014 Employee Share Purchase Plan (the 2014 ESPP), effective immediately prior to the completion of the Company’s IPO. Under the 2014 ESPP, 350,000 ordinary shares of the Company will be available for issuance and eligible 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 initial purchase period will commence on June 1, 2014 and will end on the following November 30.

F-31

LOGO

Shares

Ordinary Shares



J.P. Morgan	Credit Suisse	UBS Investment Bank	Stifel



Raymond James

, 2014

Through and including , 2014 (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 a dealer’s 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 13. Other expenses of issuance and distribution.

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the registration of the ordinary shares hereunder. All amounts are estimates except the SEC registration fee.


SEC registration fee	$	9,660
FINRA filing fee	$	11,750
NASDAQ Global Market listing fee	$	125,000
Blue Sky fees and expenses		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*

Total	$	*

To be filed by amendment.

Item 14. Indemnification of directors and officers.

To the fullest extent permitted by Irish law, our amended and restated articles of association (which we will adopt substantially in the form attached as Exhibit 3.2 to the registration statement prior to the closing of this offering) confer an indemnity on our directors and officers. However, this indemnity is limited by the Irish Companies Acts, which prescribe that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Acts will be void under Irish law, whether contained in its articles of association or any contract between the company and the director or corporate secretary. This restriction does not apply to our executives who are not directors, the corporate secretary or other persons who would be considered “officers” within the meaning of that term under the Irish Companies Acts.

Our amended and restated articles of association also contain indemnification and expense advancement provisions for persons who are not directors or our corporate secretary.

We are permitted under our amended and restated articles of association and the Irish Companies Acts to take out directors’ and officers’ liability insurance, as well as other types of insurance, for our directors, officers, employees and agents.

Additionally, our wholly-owned subsidiary, Globoforce, Inc., is incorporated under the laws of the Commonwealth of Massachusetts. All of our directors are also directors of Globoforce, Inc. Sections 8.51 and 8.56 of the Massachusetts Business Corporation Act provide that a Massachusetts corporation may

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indemnify any persons who are parties to any proceeding by reason of the fact that such person was a director or officer of such corporation. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. Where an officer or director is wholly successful on the merits or otherwise in the defense of any proceeding referred to above, the corporation must indemnify him or her against reasonable expenses which such officer or director has incurred in connection with the proceeding.

Our wholly-owned subsidiary, Globoforce, Inc., will enter into agreements to indemnify each of our directors and executive officers to the maximum extent allowed under Massachusetts law. These agreements will, among other things, indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of the Company or that person’s status as one of our directors or executive officers.

Insofar as indemnification for liabilities arising under the Securities Act 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 15. Recent sales of unregistered securities.

In the three years preceding the filing of this registration statement, the registrant has issued the following securities that were not registered under the Securities Act. The following share numbers reflect the 5-for-1 split of our ordinary shares and redeemable convertible preferred shares effected on March 3, 2014:

Grants and exercises of options

Since January 1, 2010, we have granted share options to purchase 823,215 ordinary shares with exercise prices ranging from €0.83 to €4.77 per share, or $1.17 to $6.18 per share based on the exchange rate on the date of grant, to employees, directors and consultants pursuant to our share option plans. All of these options were issued in consideration of services rendered to us, with exercise prices equal to the estimated fair value of our ordinary shares on the date of grant. No cash or additional consideration was received by us in consideration of our issuance of these options.

Since January 1, 2010, we have sold 378,045 ordinary shares to employees upon the exercise of share options. We received cash consideration in the aggregate amount of $35,281 for 92,000 of these ordinary shares. The remaining 286,045 ordinary share were issued pursuant to net exercise arrangements of 508,000 share options that had an exercise price of $0.29 per share, and we retained 221,955 shares to cover employees’ aggregate exercise price and minimum tax withholding obligation, which was then paid by us on the employees’ behalf in the aggregate amount of $3.2 million.

Since January 1, 2010, we sold 87,500 preferred shares to a warrant holder for cash consideration in the aggregate amount of $133,350 upon the exercise of a preferred stock warrant.

The issuance of the options, ordinary shares and preferred shares referenced above were exempt either pursuant to Rule 701, as a transaction pursuant to a compensatory benefit plan, or pursuant to Section 4(a)(2), as a transaction by an issuer not involving a public offering.

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Item 16. Exhibits and financial statement schedules.

(a) Exhibits:

The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.

(b) Consolidated Financial Statements Schedules:

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the 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 Securities and Exchange Commission 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.

The Registrant hereby undertakes that:

(a)

The Registrant will provide to the underwriter at the closing as specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b)

For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from a form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

(c)

For the purpose of determining any liability under the Securities Act of 1933, as amended, 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.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 3 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Southborough, Massachusetts on March 3, 2014.


GLOBOFORCE LIMITED

By:		/s/ Eric Mosley
		Eric Mosley
		Chief Executive Officer and Director

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to the Registration Statement on Form S-1 has been signed by the following person in the capacities and on the date indicated.


Name	Title	Date

/s/ Eric Mosley Eric Mosley	Chief Executive Officer and Director (Principal Executive Officer)	March 3, 2014
/s/ Stephen Cromwell Stephen Cromwell	Chief Financial Officer (Principal Financial and Accounting Officer)	March 3, 2014
* David Beirne	Director	March 3, 2014
* Patricia Burke	Director	March 3, 2014
* Robert Howe	Director	March 3, 2014
* Barry Maloney	Director	March 3, 2014
* Christopher Menard	Director	March 3, 2014
* Ryan Moore	Director	March 3, 2014

*By:

/s/ Stephen Cromwell

Stephen Cromwell

Attorney-in-fact

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Exhibit index


Exhibit No.		Exhibit Index

1.1		Form of Underwriting Agreement.
3.1		Memorandum and Articles of Association of the Company as in effect prior to this offering.
3.2		Form of Amended and Restated Articles of Association of the Company (to be effective upon the completion of the offering).
4.1		Specimen Ordinary Share Certificate.
5.1**		Form of Opinion of Arthur Cox.
8.1**		Tax Opinion of Goodwin Procter LLP.
8.2**		Form of Tax Opinion of Arthur Cox (included in Exhibit 5.1).
10.1**		Form of Indemnification Agreement, to be entered into between Globoforce, Inc. and the Company’s directors.
10.2**		Form of Indemnification Agreement, to be entered into between Globoforce, Inc. and the Company’s officers.
10.3**		Subscription and Shareholders Agreement, dated as of August 18, 2004, by and among the Company and certain of its shareholders.
10.4**		Commercial Lease, dated as of July 26, 2007, by and between Globoforce, Inc. and CRP-2 Holdings AA, LP, in respect of the Company’s Southborough, Massachusetts headquarters, together with Lease Commencement letter, dated October 5, 2007, as amended.
10.5**		Lease, dated as of July 15, 2011, by and between the Company and the syndicate of landlords listed therein, in respect of the Company’s Dublin, Ireland headquarters.
10.6**		Lease, dated as of November 1, 2010, by and between the Company and the syndicate of landlords listed therein, in respect of the Company’s Dublin, Ireland headquarters.
10.7**		Lease, dated as of October 21, 2013, by and between the Company and the syndicate of landlords listed therein, in respect of the Company’s Dublin, Ireland headquarters.
10.8#**		Master Services Agreement, dated as of June 1, 2009, by and between the Company and General Electric Company and Statements of Work thereto.
10.9**		Software Development Services Agreement, dated as of December 9, 2010, by and between the Company and EPAM Systems Limited and the Statement of Work thereto.
10.10†**		Employee Share Option Scheme.
10.11†**		2012 Stock Option and Incentive Plan, as amended, and forms of agreements thereunder.
10.12†**		Senior Executive Cash Incentive Bonus Plan.
10.13†		2014 Employee Share Purchase Plan.
10.14†**		Employment Agreement dated November 8, 2013 between the Company and Eric Mosley.
10.15†**		Employment Agreement dated September 17, 2003 between the Company and Stephen Cromwell.
10.16†**		Employment Agreement dated November 4, 2013 between the Company and Grant Beckett.
10.17†		Employment Agreement dated September 19, 2013 between the Company and Jonathan Hyland.
10.18†**		Employment Agreement dated September 19, 2013 between the Company and Derek Irvine.
10.19†**		Employment Agreement dated September 20, 2013 between the Company and Benedetto Miele, Jr.
10.20†**		Employment Agreement dated September 19, 2013 between the Company and Charlie Ungashick.
10.21†**		Employment Agreement dated September 18, 2013 between the Company and Lauren Zajac.
21.1**		Subsidiaries of the Registrant.
23.1		Consent of Ernst & Young LLP.
23.2**		Consent of Arthur Cox (included in Exhibit 5.1).
23.3**		Consent of International Data Corporation.
23.4**		Consent of Goodwin Procter LLP (included in Exhibit 8.1).
24.1**		Power of Attorney.

Previously filed.

Confidential treatment has been granted for certain provisions of this agreement pursuant to a Securities and Exchange Commission order. Such provisions have been filed separately with the Securities and Exchange Commission.

†

Indicates a management contract or any compensatory plan, contract or arrangement.

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EX-1.1 2 d451503dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

Globoforce Group plc

[ ] Ordinary Shares

Underwriting Agreement

March [ ], 2014

J.P. Morgan Securities LLC

Credit Suisse Securities (USA) LLC

UBS Securities LLC

Stifel, Nicolaus & Company, Incorporated

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10100

c/o UBS Securities LLC

299 Park Avenue

New York, New York 10171

c/o Stifel, Nicolaus & Company, Incorporated

390 Park Avenue, 14th Floor

New York, New York 10022

Ladies and Gentlemen:

Globoforce Group plc, a public limited company incorporated under the laws of Ireland (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] ordinary shares, nominal value $0.01 per share, of the Company, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose, severally and not jointly, to sell to the several Underwriters an aggregate of [ ] ordinary shares of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ]

ordinary shares of the Company, and the Selling Shareholders propose, severally and not jointly, to sell, at the option of the Underwriters, up to an additional [ ] ordinary shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

As the Representatives, you have advised the Company and the Selling Shareholders that you are authorized to enter into this Agreement on behalf of the several Underwriters.

The Company and the Selling Shareholders hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-192234), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March [ ], 2014 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means [ ] [A/P].M., New York City time, on March [ ], 2014.

2. Purchase of the Shares by the Underwriters. (a) The Company agrees to issue and sell, and each of the Selling Shareholders agrees, severally and not jointly, to sell, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[ ] from the Company the respective number of

Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder.

In addition, the Company agrees to issue and sell, and each of the Selling Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Shareholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and by each Selling Shareholder as set forth in Schedule 2 hereto.

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

(b) The Company and the Selling Shareholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company and the Selling Shareholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

(c) Payment for the Shares shall be made by wire transfer in immediately available funds to the accounts specified by the Company and the Attorneys-in-Fact or any of them or as may otherwise be agreed to in the Custody Agreement (as defined below), to the Representatives in the case of the Underwritten Shares at the offices of Pillsbury Winthrop Shaw Pittman LLP at 10:00 A.M., New York City time, on March [ ], 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives, the Company and the Attorneys-in-Fact may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.

Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company and the Selling Shareholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. If requested, the certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be.

(d) Each of the Company and each Selling Shareholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Shareholders or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholders each shall consult with their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Shareholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Shareholders.

(e) For the purpose of effecting delivery of the Underwritten Shares and the Option Shares pursuant to the provisions of this Section 2 in book entry form, (1) the Company agrees to issue, in the name of Cede & Co, the Underwritten Shares and Option Shares being sold by it, and to instruct Cede & Co to deliver the book entry interest in such Shares to broker accounts as shall be directed by the Representatives on behalf of the Underwriters; and (2) each Selling Shareholder agrees, in respect of the Underwritten Shares and Options Shares that are to be delivered by them pursuant to the provisions of this Section 2, to cause the Company to cancel an

equivalent number of shares held by each of them and to cause the resulting reserve arising to be capitalized by the issue to Cede & Co of the Underwritten Shares and the Option Shares and to instruct its broker to deliver the book entry interest in such Shares to broker accounts as shall be directed by the Representatives on behalf of the Underwriters (and the Company further agrees to cancel such Shares and capitalize the resulting reserve for the purposes of the foregoing).

3. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter and the Selling Shareholders that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(b) Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus

complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(d) Emerging Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. The initial confidential submission of the Registration Statement and all amendments thereto were publicly filed with the Commission not later than 21 days before the date on which the Company conducted any road show as defined in Rule 433(h) under the Securities Act (a “road show”).

(e) Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Annex C hereto. The Company has, prior to a distribution of any Written Testing-the-Waters Communication, notified the Representatives in writing of the identities of the recipients of such Written Testing-the-Waters Communication. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the

Applicable Time, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(g) Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby.

(h) No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the share capital (other than the issuance of ordinary shares upon exercise of share options and warrants

described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), short-term debt or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of share capital, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(i) Organization and Status. The Company and each of its subsidiaries have been duly organized or incorporated and are validly existing and in good standing (or equivalent concept) under the laws of their respective jurisdictions of organization (to the extent the concept of “good standing” or such equivalent concept exists under the laws of any such jurisdiction). The Company and each of its subsidiaries are duly qualified to do business and are in good standing in each jurisdiction (to the extent the concept of “good standing” or such equivalent concept exists under the laws of any such jurisdiction) in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”). All documents required to be delivered on behalf of the Company to the Registrar of Companies in Ireland or other competent authority in Ireland have been properly made and delivered. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement. Globoforce Limited, a private limited company incorporated under the laws of Ireland, and Globoforce, Inc., a Massachusetts corporation, are the only “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). Globoforce, Inc. has sufficient assets to fulfill its indemnification obligations, if any, pursuant to Section 9 of this Agreement.

(j) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under

the heading “Capitalization”; all the outstanding shares of share capital of the Company (including the Shares to be sold by the Selling Shareholders) have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the share capital of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Description of share capital”; and all the outstanding shares or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

(k) Share Options. With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans and all applicable laws and regulatory rules or requirements and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

(l) Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

(m) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(n) The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and non-assessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

(o) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(p) No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the memorandum and articles of association or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

(q) No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for the registration of the

Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the listing rules of the NASDAQ Global Market and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

(r) Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company, may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(s) Independent Accountants. Ernst & Young LLP, which has certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(t) Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(u) Intellectual Property. The Company and its subsidiaries own or possess licenses to all material patents, patent applications, inventions, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary

for the conduct of their respective businesses (“Intellectual Property”) as currently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and, to the knowledge of the Company, except as disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the conduct of their respective businesses does not and will not infringe or otherwise conflict in any material respect with any such rights of others. Neither the Company nor any of its subsidiaries has received any notice of any claim of infringement, misappropriation or conflict with any such rights of others, or any notice challenging the validity, scope, or enforceability of the Intellectual Property or the Company’s or any of its subsidiaries’ rights therein. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by the Company or any of its subsidiaries. All Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects or other restrictions. All licenses pursuant to which any Intellectual Property is licensed by the Company or its subsidiaries are free and clear of all liens and free of any restrictions or defects that would conflict with the conduct of the business of the Company or any of its subsidiaries. The Company is not aware of any basis for a finding that any of the Intellectual Property is invalid or unenforceable.

(v) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

(w) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof received by the Company as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(x) Company Not a “Passive Foreign Investment Company”. The Company is not a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, and, to the best of the Company’s knowledge, does not expect to become a PFIC for the year ending December 31, 2014 or any future year.

(y) Taxes. The Company and its subsidiaries have paid all non-U.S., U.S. federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof; and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its

subsidiaries or any of their respective properties or assets, except where the failure to pay or file or where such deficiency has not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(z) Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate non-U.S., U.S. federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except where the failure to pay or file or where such revocation, modification or non-renewal has not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(aa) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect.

(bb) Compliance with and Liability under Environmental Laws. (i) The Company and its subsidiaries (a) are, and at all prior times were, in compliance with any and all applicable non-U.S., U.S. federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release or threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter, as would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) there are no proceedings that are pending, or, to the knowledge of the Company and its subsidiaries, contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (b) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release of Hazardous Materials, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (c) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

(cc) Hazardous Materials. There has been no storage, generation, transportation, use, handling, treatment, Release or threat of Release of Hazardous Materials by, relating to or caused by the Company or any of its subsidiaries (or, to the knowledge of the Company and its subsidiaries, any other entity (including any predecessor) for whose acts or omissions the Company or any of its subsidiaries is or would reasonably be expected to be liable) at, on, under or from any property or facility now or previously owned, operated or leased by the Company or any of its subsidiaries, or at, on, under or from any other property or facility, in violation of any Environmental Laws or in a manner or amount or to a location that would reasonably be expected to result in any liability under any Environmental Law, except for any violation or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Hazardous Materials” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise to liability under any Environmental Law. “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into, from or through any building or structure.

(dd) Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Code) has any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, except for noncompliance that would not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that would reasonably be expected to result in a material liability to the

Company or its subsidiaries; (iii) no Plan is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA; (iv) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (v) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other non-U.S. or U.S. governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year.

(ee) Disclosure Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures to the extent required by Rule 13a-15 of the Exchange Act.

(ff) Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, if any, fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(gg) eXtensible Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, if any, fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(hh) Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are prudent and customary in the business in which they are engaged and which the Company believes are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(ii) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(jj) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules,

regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(kk) Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union or other relevant sanctions authority; and the Company will not, directly or indirectly, use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(ll) No Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s share capital, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(mm) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(nn) No Registration Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission, the issuance and sale of the Shares by the Company or, to the knowledge of the Company, the sale of the Shares to be sold by the Selling Shareholders hereunder, except for such rights as have been satisfied or waived.

(oo) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(pp) Margin Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(qq) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(rr) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(ss) Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(tt) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

(uu) Private Placements. Except as described in the Pricing Disclosure Package, the Company has not sold, issued or distributed any shares of any class of share capital during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or Regulation S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified share option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

4. Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholders severally and not jointly represents and warrants to each Underwriter and the Company that:

(a) Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, have been obtained, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA, the listing rules of the NASDAQ Global Market and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters; and such Selling Shareholder has full right, power and

authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.

(b) No Conflicts. The execution, delivery and performance by such Selling Shareholder of this Agreement, the Power of Attorney and the Custody Agreement, the sale of the Shares to be sold by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated herein or therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Shareholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, (ii) result in any violation of the provisions of the memorandum and articles of association or similar organizational documents of such Selling Shareholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, or default that would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement, the Power of Attorney and the Custody Agreement.

(c) Title to Shares. Such Selling Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Shareholder, free and clear of all liens, encumbrances, equities or adverse claims.

(d) Delivery of Shares. Upon payment of the purchase price for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, the delivery of such Shares, as directed by the Underwriters, to Cede & Co. or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede & Co. or such other nominee, and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Uniform Commercial Code then in effect in the State of New York (“UCC”)) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Securities or any securities entitlement in respect thereof), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Securities and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for

purposes of this representation, such Selling Shareholder may assume that when such payment, transfer (if necessary) and crediting occur, (I) such Shares will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its memorandum and articles of association and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC and (IV) with respect to the accounts maintained by the Underwriters at DTC to which the Securities are credited, DTC has undertaken to treat the Underwriters as entitled to exercise the rights that comprise the financial assets credited to such accounts; and this representation and warranty shall be subject to the following: (x) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9)) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (y) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (z) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary.

(e) No Stabilization. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(f) Pricing Disclosure Package. The Pricing Disclosure Package, at the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such Selling Shareholder’s representations under this Section 4(f) shall only apply to any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with information furnished by such Selling Shareholder in writing to the Company, relating to such Selling Shareholder expressly for use in the Pricing Disclosure Package, it being understood and agreed that for the purposes of this Agreement, the only information so furnished by such Selling Shareholder consists of the legal name, address and number of ordinary shares owned by such Selling Shareholder before and after the offering and the other information with respect to such Selling Shareholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” and, in the case of Atlas Venture Fund VI, L.P., Atlas Venture Fund VI GmbH & Co. KG and Atlas Venture Entrepreneurs Fund VI, L.P., the statement regarding Ryan Moore in the second sentence under the sub caption “—Composition of our board of directors” under the caption “Management—Executive officers and directors”, or in the case of Balderton Capital I, L.P., the statement regarding Barry Maloney in the second sentence under the sub caption “—Composition of our board of directors”, in each case, under the caption “Management—Executive officers and directors” (with respect to each Selling Shareholder, the “Selling Shareholder Information”).

(g) Issuer Free Writing Prospectus and Written Testing-the-Waters Communication. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Shareholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A or Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives.

(h) Registration Statement and Prospectus. As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such Selling Shareholder’s representations under this Section 4(h) shall only apply to any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with information relating to such Selling Shareholder furnished by or on behalf of such Selling Shareholder in writing to the Company expressly for use in the Registration Statement, the Pricing Disclosure Package or the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of such Selling Shareholder consists of the Selling Shareholder Information.

(i) Material Information. As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, the sale of the Shares by such Selling Shareholder is not and will not be prompted by any material information concerning the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

Each of the Selling Shareholders represents and warrants, severally and not jointly, that book entry interests representing all of the Shares to be sold by such Selling Shareholder hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Shareholder to Computershare Inc., as custodian (the “Custodian”), and that such Selling Shareholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2

hereto, and each of them, as such Selling Shareholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Shareholder, to determine the purchase price to be paid by the Underwriters to the Selling Shareholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Shareholder hereunder and otherwise to act on behalf of such Selling Shareholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.

Each of the Selling Shareholders severally agrees that the Shares represented by the book entry interests held in custody for such Selling Shareholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Shareholder for such custody, and the appointment by such Selling Shareholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. Each of the Selling Shareholders specifically agrees that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Shareholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, book entry interests representing such Shares shall be delivered by or on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.

5. Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to [ ] [A.M.][P.M.], New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

(b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representatives, [—] signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as

originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

(c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object.

(d) Notice to the Representatives. The Company will advise the Representatives promptly (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus

or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

(f) Blue Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement, it being agreed that such obligation may be satisfied by filings made with the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”).

(h) Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.P. Morgan Securities LLC, other than (a) the Shares to be sold hereunder, (b) the grant of options under the Company Share Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or the issuance of any ordinary shares of the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and granted thereunder, provided that the recipient of such options (to the extent that such options shall vest within the period ending 180 days after the date of the Prospectus) or such shares shall execute and deliver a lock up agreement substantially in the form of Exhibit A hereto prior to receiving such options or share unless such recipient has previously executed such agreement, (c) the filing by the Company of a registration statement on Form S-8 or a successor form thereto solely with respect to the Company Share Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of ordinary shares, provided that such plan does not provide for the transfer of ordinary shares during the 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company or any other person or (e) ordinary shares or warrants to purchase ordinary shares issued in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise), provided that (i) the aggregate number of ordinary shares issuable pursuant to this clause (e) during the 180-day restricted period shall not equal or exceed 5% of the total number of ordinary shares issued and outstanding immediately following the closing of the transactions contemplated by this Agreement and (ii) the recipient of any ordinary shares or warrants to purchase ordinary shares pursuant to this clause (e) shall execute and deliver a lock up agreement substantially in the form of Exhibit A hereto prior to receiving such ordinary shares or warrants.

(i) If J.P. Morgan Securities, LLC, in its sole discretion, agrees to release or waive the restrictions set forth in a Lock-up Agreement (defined below) for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

(j) Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds”.

(k) No Stabilization. The Company will not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock.

(l) Exchange Listing. The Company will use its best efforts to list for quotation the Shares on the NASDAQ Global Market.

(m) Reports. Until the fifth anniversary of the date hereof, and provided the Shares are outstanding, the Company will furnish to the Representatives, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on EDGAR.

(n) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(o) Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.

(p) Emerging Growth Company. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of the 180-day restricted period referred to in Section 5(h) hereof.

(q) Written Testing-the-Waters Communications. The Company will, prior to a distribution of any Written Testing-the-Waters Communication, notify the Representatives in writing of the identities of the recipients of such Written Testing-the-Waters Communication.

6. Further Agreements of the Selling Shareholders. Each of the Selling Shareholders covenants and agrees with each Underwriter that:

(a) Clear Market. It has executed and delivered a lock-up agreement substantially in the form of Exhibit A hereto.

(b) Tax Form. It will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9

or W8-BEN (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters’ documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated.

7. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).

(b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the form of Annex B hereto without the consent of the Company; provided further that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.

(c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company and the Selling Shareholders if any such proceeding against it is initiated during the Prospectus Delivery Period).

8. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company and each of the Selling Shareholders of their respective covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus

shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties. The respective representations and warranties of the Company and the Selling Shareholders contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers and of each of the Selling Shareholders and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

(c) No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization” as such term as defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities or preferred stock and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading).

(d) No Material Adverse Change. No event or condition of a type described in Section 3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

(e) Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, (x) a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Representatives (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the best knowledge of such officers, the representations of the Company set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (c) and (d) above and (y) a certificate of each of the Selling Shareholders, in form and substance reasonably satisfactory to the Representatives, (A) confirming that the representations of such Selling Shareholder set

forth in Sections 4(e), 4(f) and 4(g) hereof are true and correct and (B) confirming that the other representations and warranties of such Selling Shareholder in this Agreement are true and correct and that the such Selling Shareholder has complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such Closing Date.

(f) Chief Financial Officer’s Certificate. The Representatives shall have received a certificate of the chief financial officer of the Company, dated as of the date hereof and as of the Closing Date, in his capacity as an officer of the Company and not in his individual capacity, in form and substance reasonably satisfactory to the Representatives.

(g) Comfort Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Ernst & Young LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such Closing Date or such Additional Closing Date, as the case may be.

(h) Opinion and 10b-5 Statement of Counsel for the Company. Goodwin Procter LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(i) Opinion of Counsel for the Selling Shareholders. Wilmer Cutler Pickering Hale and Dorr LLP, counsel for certain Selling Shareholders, and the respective counsel for certain other Selling Shareholders, shall have furnished to the Representatives, at the request of the Selling Shareholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(j) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Pillsbury Winthrop Shaw Pittman LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(k) Opinion of Irish Counsel for the Company. Arthur Cox, Irish counsel for the Company, shall have furnished to the Representatives, at the request of the

Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(l) No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any non-U.S. or U.S. federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders; and no injunction or order of any non-U.S. or U.S. federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company or the sale of the Shares by the Selling Shareholders.

(m) Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing (or the equivalent thereof for any entity organized and existing or incorporated in a non-U.S. jurisdiction) of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing (or the equivalent thereof for any entity organized and existing or incorporated in a non-U.S. jurisdiction) as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(n) Exchange Listing. The Shares to be delivered on the Closing Date or Additional Closing Date, as the case may be, shall have been approved for listing on the NASDAQ Global Market, subject to official notice of issuance.

(o) Lock-up Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date or Additional Closing Date, as the case may be.

(p) Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company and the Selling Shareholders shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

9. Indemnification and Contribution.

(a) Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, a road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. Notwithstanding anything to the contrary herein, to the extent that the Company is not legally permitted to indemnify the Underwriters’ affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the Company agrees to cause to be indemnified and held harmless the Underwriters’ affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. In the event that the Company must cause its subsidiary to fulfill its indemnification obligations under this Section 9 and notwithstanding anything to the contrary herein, the Company agrees to any indemnity provided by any subsidiary of the Company hereunder and further irrevocably undertakes, if required and called upon, to the extent permissible by applicable law at such time to support and procure the discharge of any and all obligations and liabilities, direct or indirect, of any such subsidiary under this Section 9, including but not limited to, the provision of sufficient assets in such subsidiary to enable such subsidiary to fulfill all such obligations and liabilities.

(b) Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only to the extent such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by

or on behalf of such Selling Shareholder consists of such Selling Shareholder’s Selling Shareholder Information. The liability of each Selling Shareholder under this Section 9 shall be limited to an amount equal to the proceeds (net of underwriting discounts and commissions but before deducting other expenses) received by such Selling Shareholder.

(c) Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession figure appearing in the first sentence of the fourth paragraph under the caption “Underwriting” and the information contained in the first sentence of the fourteenth paragraph under the caption “Underwriting.”

(d) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 9, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 9. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any

impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated; any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company and any such separate firm for the Selling Shareholders shall be designated in writing by the Attorneys-in-Fact or any one of them. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(e) Contribution. If the indemnification provided for in paragraphs (a), (b) and (c) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, from the offering of the Shares and with the proportions among the Company and the Selling Shareholders to reflect the relative fault of the Company and the Selling Shareholders or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations and with the proportions among the Company and the Selling Shareholders to reflect the relative fault of the

Company and the Selling Shareholders. The relative benefits received by the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company and the Selling Shareholders from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, and among the Company and the Selling Shareholders, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Shareholders or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f) Limitation on Liability. The Company, the Selling Shareholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (e) above were determined by pro rata allocation (even if the Selling Shareholders or the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (e) and (f), in no event shall (i) an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or (ii) a Selling Shareholder be required to contribute, other than to the extent the losses, claims, damages, liabilities or expenses arose from the Selling Shareholder Information, any amount in excess of the amount by which the total proceeds received by such Selling Shareholder (net of underwriting discounts and commissions but before deducting other expenses) exceeds the amount of any damages that such Selling Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion to their respective purchase obligations hereunder and not joint. Moreover, each Selling Shareholder’s obligations to contribute pursuant to this Section 9 are several in proportion to the number of Shares sold by such Selling Shareholder and not joint.

(g) Non-Exclusive Remedies. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

10. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

11. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company and the Selling Shareholders, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the American Stock Exchange, The Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange, or the Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

12. Defaulting Underwriter.

(a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholders or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company or the Selling Shareholders, except that the Company and the Selling Shareholders will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholders or any non-defaulting Underwriter for damages caused by its default.

13. Payment of Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes (including any stamp duty) payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package, the Prospectus and any Written Testing-the-Waters Communication (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters), provided that the reimbursement obligation for such fees and expenses does not exceed $15,000; (v) the cost of preparing share certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided that the reimbursement obligation for any such fees and expenses, which shall be documented, shall not exceed $25,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, it being understood that, except as provided in this Section 13 or Section 9 hereof, the Underwriters will pay all of the travel and lodging expenses of the Underwriters or any of their employees incurred by them in connection with the road show including 50% of the cost of any aircraft chartered in connection with the road show; and (ix) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Market.

(b) If (i) this Agreement is terminated pursuant to Section 11, (ii) any of the Selling Shareholders for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company and, only in the case of (ii), such non-tendering Selling Shareholder agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

14. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 9 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

15. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Selling Shareholders and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Selling Shareholders or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Selling Shareholders or the Underwriters.

16. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

17. Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, unless any such Federal court determines that it lacks jurisdiction over a Related Proceeding in which case such Related Proceeding shall be instituted in the courts of the State of New York, in each case located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally

waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each party not located in the United States irrevocably appoints Globoforce, Inc. as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

18. Miscellaneous.

(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10100, Attention: LCD-IBD (fax: [ ]), c/o UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019 (fax: (212) 713-3371); Attention Syndicate / Michael Ryan, and c/o Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, San Francisco, California 94104 (fax: (415) 364-2799) (tel: (415) 364-2991); Attention Syndicate. Notices to the Company shall be given to it at Globoforce, 144 Turnpike Road, Suite 310, Southborough, MA 01772, (fax: (508) 357-8964); Attention: Chief Executive Officer with a copy to Goodwin Procter LLP, 53 State Street, Boston, MA 02109 (fax: (617) 523-1231) (tel: (617) 570-1928); Attention: Joseph C. Theis, Esq. Notices to the Selling Shareholders shall be given to the Attorneys-in-Fact at Globoforce, 144 Turnpike Road, Suite 310, Southborough, MA 01772, (fax: (508) 357-8964); Attention: Stephen Cromwell.

(b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state.

(c) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(e) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.


Very truly yours,

Globoforce Group plc

By:
		Title:

SELLING SHAREHOLDERS

By:
		Name:
		Title:

As Attorney-in-Fact acting on behalf of each of the Selling Shareholders named in Schedule 2 to this Agreement.

[Signature Page to the Underwriting Agreement]

Accepted: March [ ], 2014

J.P. MORGAN SECURITIES LLC

CREDIT SUISSE SECURITIES (USA) LLC

UBS SECURITIES LLC

STIFEL, NICOLAUS & COMPANY, INCORPORATED

On behalf of themselves and as

Representatives of the several

Underwriters listed in Schedule 1 hereto.


J.P. MORGAN SECURITIES LLC

By:
		Authorized Signatory

CREDIT SUISSE SECURITIES (USA) LLC

By:
		Authorized Signatory

UBS SECURITIES LLC

By:
		Authorized Signatory

By:
		Authorized Signatory

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:
		Authorized Signatory

[Signature Page to the Underwriting Agreement]

Schedule 1


Underwriter	Number of Shares
J.P. Morgan Securities LLC		[	]
Credit Suisse Securities (USA) LLC		[	]
UBS Securities LLC		[	]
Stifel, Nicolaus & Company, Incorporated		[	]
Raymond James & Associates, Inc.		[	]
Total		[	]

Sch. 1-1

Schedule 2


Selling Shareholders:	Number of Underwritten Shares:			[Number of Option Shares]:
[ ]		[	]		[	]
[ ]		[	]		[	]
[ ]		[	]		[	]
[ ]		[	]		[	]

Sch. 2-1

Annex A

a.	Pricing Disclosure Package

[ ]

b.	Pricing Information Provided Orally by Underwriters

[ ]

Annex A-1

Annex B

Pricing Term Sheet

[TO COME]

Annex B-1

Annex C

Written Testing-the-Waters Communications

Globoforce Investor Deck dated October 2013.

Annex C-1

Exhibit A

FORM OF LOCK-UP AGREEMENT

, 2012

J.P. MORGAN SECURITIES LLC

UBS SECURITIES LLC

STIFEL, NICOLAUS & COMPANY, INCORPORATED

As Representatives of

the several Underwriters listed in

Schedule 1 to the Underwriting

Agreement referred to below

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

c/o UBS Securities LLC

299 Park Avenue

New York, New York 10171

c/o Stifel, Nicolaus & Company, Incorporated

390 Park Avenue, 14th Floor

New York, New York 10022

Re:

Globoforce Limited – Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as representatives of the several Underwriters (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Globoforce Limited (“Globoforce”), a company incorporated under the laws of Ireland, or any entity, including but not limited to any holding company, resulting from a reorganization, conversion or other restructuring of, or that is a successor in interest to, Globoforce (Globoforce or such entity, as the case may be, is referred to herein as the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of ordinary shares (the “Securities”) of the Company with the nominal or par value as described in the Underwriting Agreement (the “Ordinary Shares”). Capitalized terms used herein and not

otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, pursuant to the terms and conditions of this letter agreement (this “Letter Agreement”), without the prior written consent of J.P. Morgan Securities LLC on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (including without limitation, Ordinary Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares without the prior written consent of J.P. Morgan Securities LLC, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, if any, (B) transfers of Ordinary Shares as a bona fide gift or gifts, (C) transfers of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares to a trust or limited family partnership the beneficiaries of which are exclusively the undersigned or a person related to the undersigned by blood, marriage, domestic partnership or adoption, no more removed than a first cousin (each, an “immediate family member”), or in the case of such a trust, to any beneficiaries of the trust, or transfers to an entity directly or indirectly wholly owned by the undersigned or any immediate family member of the undersigned, (D) transfers of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares to any immediate family member of the undersigned, (E) transfers of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares by will, other testamentary document or intestate succession to any immediate family member of the undersigned, (F) the exercise, including by “net” exercise (i.e., the sale or transfer to the Company of such number of Ordinary Shares as required for such exercise by the undersigned), of any outstanding option or warrant to acquire Ordinary Shares or

the conversion of any outstanding convertible security into Ordinary Shares, in each case in accordance with the terms of such option, warrant or convertible security on the date of exercise, (G) the sale or transfer to the Company of such number of Ordinary Shares acquired by the undersigned in connection with the exercise of options or warrants on a “net” exercise basis described in the foregoing clause (F) necessary to generate only such amount of cash needed for the payment of taxes (including estimated taxes) due as a result of the exercise of such options or warrant; provided, that such Ordinary Shares will be subject to the lock-up provisions applicable to the Company as set forth in the Underwriting Agreement, (H) transfers or distributions of Ordinary Shares to members, limited partners, stockholders or affiliates of the undersigned and (I) transactions relating to Ordinary Shares acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily during the 180-day period referred to above (and any extension thereof as provided herein) in connection with subsequent sales of Ordinary Shares acquired in such open market transactions; provided, that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E) or (H), each donee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E), (F), (G) or (H), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G, or any amendments thereto, made after the expiration of the 180-day period referred to above). If the undersigned is an executive officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering.

The foregoing restrictions shall not apply to the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act; provided that no sales of the undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the 180-day restricted period (and any extension thereof as provided herein), and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the 180-day restricted period (and any extension thereof as provided herein).

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

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

Notwithstanding anything to the contrary contained herein, if (a) the Underwriting Agreement does not become effective by March 31, 2014, or (b) after becoming effective, the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Ordinary Shares to be sold thereunder, then the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement shall lapse and become null and void upon the earliest of (x) the date that the Company provides written notice to J.P. Morgan Securities LLC that the Company has determined not to proceed with the proposed Public Offering and is terminating this Letter Agreement on behalf of all of the signatories to such Letter Agreements, provided that the Company and J.P. Morgan Securities LLC shall not have executed the Underwriting Agreement on or prior to such date, (y) the date that J.P. Morgan Securities LLC has advised the Company in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the proposed Public Offering, or (z) if the Public Offering shall not have occurred on or before March 31, 2014.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.


Very truly yours, STOCKHOLDER (if entity) Name of Entity

By:
		Name: Title:

STOCKHOLDER (IF INDIVIDUAL)

Signature

Print Name

(Print Title if Signing as Agent or Fiduciary)

Exhibit B

[Form of Waiver of Lock-up]

J.P. MORGAN SECURITIES LLC

Globoforce Group plc

Public Offering of Ordinary Shares

[—], 20[—]

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by Globoforce Group plc (the “Company”) of [—] ordinary shares, $[—] nominal value $0.01 per share (the “Ordinary Shares”), of the Company and the lock-up letter dated [—], 2012 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [—], 20[—], with respect to [—] Ordinary Shares (the “Shares”).

J.P. Morgan Securities LLC hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [—], 20[—]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.


Yours very truly,

J.P. MORGAN SECURITIES LLC

By:
		Authorized Signatory

cc: Company

Exhibit C

[FORM OF PRESS RELEASE]

Globoforce Group plc

[Date]

Globoforce Group plc (the “Company”) announced today that J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, the lead book-running managers in the Company’s recent public sale of [—] ordinary shares, are [waiving] [releasing] a lock-up restriction with respect to [—] ordinary shares of the Company held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [—], 20[—], and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

EX-3.1 3 d451503dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

THE COMPANIES ACTS 1963 TO 2013

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

GLOBOFORCE GROUP PUBLIC LIMITED COMPANY

(Adopted by a special resolutions passed on March 3, 2014)

1.	The name of the Company is “Globoforce Group public limited company”.

2.	The Company is to be a public limited company.

3.	The objects for which the Company is established are:


(a)	(i)	To carry on the business internationally as sale specialists and consultants, business advisors, marketers, advertising and public relation consultants and contractors.

	(ii)	To issue on such terms as the company shall think fit trading gift vouchers to retail traders and others in one country and to redeem such gift vouchers for customers of the retail traders and others to whom the same may have been issued by exchanging such gift vouchers in any other country worldwide for household, domestic and personal items or articles whether manufactured or not, on such terms and conditions as the company may from time to time determine.

	(iii)	To carry on business as developers of the globogift voucher on the internet and other on-line services, to provide training and marketing services and data processing to any company, corporation, person or body and to act generally as contracts and consultants in all matters relating to the application or operation of computer systems, computers and word processors or computer based systems.

	(iv)	To acquire the entire issued share capital of Globoforce Limited, a private limited company incorporated under the laws of Ireland.

(b)	To acquire any such shares, stock, debentures, debenture stock, bonds notes, obligations or securities by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise and whether or not fully paid up and to subscribe for the same subject to such terms and conditions if any, as may be thought fit.

(c)	To exercise and enforce all rights and powers conferred by or incident to the ownership of any such shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the company of such special proportion of the issued or nominal amount thereof and to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit.


(d)		To undertake and carry on in Ireland or elsewhere any other business (whether manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

(e)		To purchase or otherwise acquire and undertake all or part of the undertaking, assets, business, property, privileges, contracts, rights, obligations and liabilities of any company, corporation, society, partnership or person carrying on any business which the Company is authorised or empowered to carry on or possessed of property suitable for the objects of the Company or of any company or corporation in which the Company holds shares, bonds, debentures or other securities or obligations, and to pay for the same in cash or in shares or securities or obligations of the Company or partly in cash and partly in shares or securities or obligations or any other consideration, and to carry on the business of any such company, corporation, society, partnership or person whose assets are so acquired.

(f)		To amalgamate with any other company.

(g)		To purchase, take on lease, or in exchange, or otherwise acquire and hold any lands or buildings situate in Ireland or any part of the world, or rights or interests therein or connected therewith and to manage, farm or let the same or any part thereof for any period and at such rent, and on such conditions as the Company shall think fit, or to develop same or any part thereof as a building estate, and to construct and erect houses, flats, factories, warehouses and buildings of any kind thereon; to lay out roads and pleasure gardens and recreation gardens; to pull down, alter or improve buildings; to plant, drain or otherwise improve the land or any party thereof.

(h)		To apply for, purchase or otherwise acquire any patents brevets d’invention, licences, concessions and the like, conferring any exclusive or non-exclusive or limited rights to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired.

(i)		To enter into partnerships or into any arrangements for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or to engage in any business or transaction which this Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

(j)		To take or otherwise acquire and to hold shares and securities in any company other than the Company and to sell, hold, or re-issue with or without guarantee or otherwise deal with the same.


(k)		To enter into any arrangements with any Governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Company’s objects or any of them and to obtain from any such Government or authority any rights, privileges and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

(l)		To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit directors and ex-directors, employees or ex-employees of the Company or the dependants or connections of such persons, and to grant pensions and allowances and to do any acts or things or make any arrangements or provisions enabling employees of the Company or other persons aforesaid to become shareholders in the Company or otherwise to participate in the profits of the Company upon such terms and in such manner as the Company thinks fit, and to make payment towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object, or any other object whatsoever which the Company may think advisable.

(m)		To promote any company or companies for the purposes of acquiring all or any of the property and liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company.

(n)		Generally to purchase, take on lease, exchange, hire or otherwise acquire any real and personal property and any rights or privileges which the Company may think necessary or convenient for the purpose of its business.

(o)		To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences and by planting, paving, draining, farming, cultivating, letting on building leases or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

(p)		To construct, maintain and alter any buildings or works necessary or convenient for any of the purposes of the Company or for the benefit of its employees.

(q)		To construct, improve, maintain, develop, work, manage, carry out or control any roads, ways, tramways, railways, branches or sidings, bridges, reservoirs, watercourses, wharves, factories, warehouses, electric works, shops, stores and other works and conveniences which may seem calculated directly or indirectly to advance the Company’s interests and to contribute to, subsidise or otherwise assist, or take party in the construction, improvement, maintenance, working, management, carrying out or control thereof.

(r)		To invest and to deal with the moneys of the Company not immediately required in such manner as may from time to time be determined.

(s)		To lend, and advance money or give credit to any persons, firms or companies and in particular to customers of and others having dealings with the Company upon such terms as may seem expedient including to make a capital contribution to any company which is for the time being the holding company or a subsidiary (both as defined by Section 155 of the Companies Act 1963) of the Company, and to guarantee, support or secure whether by


		personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by both such methods, the performance of the obligations of and the repayment or payment of the principle amounts of and premiums, interest, and dividends on any securities of any person, firm or company, and in particular (without prejudice to the generality of the foregoing) to give (with or without consideration) security for any debts, obligations or liabilities of any company which is for the time being the holding company or a subsidiary (both as defined by Section 155 Companies Act 1963) of the Company or another subsidiary as defined by the said Section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration in respect of or direct corporate benefit from entering into such transactions.

(t)		To borrow or raise money either without security or secured in such manner as the Company shall think fit and in particular by the issue of debentures or debenture stock, perpetual or otherwise, by mortgage or other security charged upon all or any of the Company’s property both present and future, including its uncalled capital and to purchase, redeem or pay off any such securities.

(u)		To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

(v)		To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

(w)		To undertake and execute any trusts the undertaking whereof may seem desirable and either gratuitously or otherwise.

(x)		To sell or dispose of the undertaking of the Company or any part thereof for such considerations as the Company may think fit and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of the Company.

(y)		To adopt such means of making known the products or services of the Company as may seem expedient and in particular by advertising in the Press, by circulars, by purchase and exhibition of works of art or interests, by publication of books and periodicals and by granting prizes, rewards and donations.

(z)		To obtain any Act of the Oireachtas or Provisional Order for enabling the Company to carry any of its objects into effect or for effecting any modification of the company’s constitution or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interest.

(aa)		To procure the Company to be registered or recognised in any country or place.


(bb)		To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any of the property and rights of the Company.

(cc)		To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, to join any lawful Federation, Union or Association, or to do any lawful act or thing with a view to preventing or resisting directly or indirectly any interruption or interference with the trade or business of the Company or any other trade or business or providing or safeguarding against the same, or resisting or opposing any strike, movement or organisation which may be thought detrimental to the interests of the Company or its employees and to subscribe to any association or fund for any such purpose.

(dd)		To do all or any of the above things in any part of the world, and as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

(ee)		To distribute any of the property of the Company in specie among the members.

(ff)		To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

Provided that

(i)

The word “company” in this Clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere and the intention is that the objects specified in each paragraph of this Clause shall except where otherwise expressed in such paragraphs be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph; and

(ii)	the provisions of this Clause shall be subject to the Company obtaining, where necessary for the purpose of carrying any of its objects into effect, such licence, permit or authority as may be required by law.

4.	The liability of the members is limited.

The Share Capital of the Company is €333,947.6156 divided into 5,000,000,000 Ordinary Shares of €0.00002539476 each, 5,000,000,000 Convertible Preference Shares of €0.00002539476 each (referred to as “A” Shares in the Articles of Association), 40,000 B Ordinary Shares of €1 each and 40,000 B Deferred Shares of €1 each.

The shares forming the capital (increased or reduced) may be increased or reduced and be divided into such classes, and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend, capital, voting, redemption or other special incidence, and be held upon such terms as may be attached thereto as may from time to time be provided by the original or any substituted or amended Articles of Association and Regulations of the Company for the time being but so that where shares are issued with any preferential or special rights attached thereto, such rights shall not be alterable otherwise than pursuant to the provisions of the Articles of Association of the Company for the time being.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association and we agree to take the number of shares in the capital of the Company set opposite our respective names:


Names, Addresses and Descriptions of Subscribers		Number of shares taken by each subscriber.
Enceladus Holding Limited Arthur Cox Building, Earlsfort Terrace, Dublin 2 Corporate Body		Thirty Nine Thousand Nine Hundred and Ninety Four Ordinary Shares

AC Administration Services Limited Arthur Cox Building, Earlsfort Terrace, Dublin 2. Corporate Body		One Ordinary Share

Arthur Cox Nominees Limited Arthur Cox Building, Earlsfort Terrace, Dublin 2. Corporate Body		One Ordinary Share

Arthur Cox Registrars Limited Arthur Cox Building, Earlsfort Terrace, Dublin 2. Corporate Body		One Ordinary Share

Arthur Cox Trust Services Limited Arthur Cox Building, Earlsfort Terrace, Dublin 2 Corporate Body		One Ordinary Share

DIJR Nominees Limited Arthur Cox Building, Earlsfort Terrace, Dublin 2 Corporate Body		One Ordinary Share

Fand Limited Arthur Cox Building, Earlsfort Terrace, Dublin 2 Corporate Body		One Ordinary Share

Dated the 1^st day of October 2013

Witness to the above signatures: James Heary, Arthur Cox Building, Earslfort Terrace, Dublin 2

THE COMPANIES ACTS 1963 TO 2013

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

GLOBOFORCE GROUP PUBLIC LIMITED COMPANY

(Adopted by a special resolutions passed on March 3, 2014)

Arthur Cox

Earlsfort Centre

Earlsfort Terrace

Dublin 2

CONTENTS


1	REGULATIONS	2
2	PUBLIC COMPANY	8
3	SHARE CAPITAL	8
4	RIGHTS ATTACHING TO THE SHARES	9
5	TRANSFER OF SHARES	13
6	TRANSFER OF ORDINARY SHARES	18
7	TAG-ALONG RIGHTS ON A CHANGE OF CONTROL	22
8	DRAG-ALONG RIGHTS	23
9	COMPULSORY TRANSFER	24
10	COMPULSORY TRANSFERS - GENERAL	33
11	CALLS ON SHARES	34
12	ISSUE OF SHARES	34
13	GENERAL MEETINGS	36
14	NOTICE OF GENERAL MEETINGS	36
15	PROCEEDINGS AT GENERAL MEETINGS	36
16	VOTING AT GENERAL MEETINGS	38
17	NUMBER OF DIRECTORS	39
18	ALTERNATE DIRECTORS	40
19	POWERS OF DIRECTORS	41
20	DELEGATION OF DIRECTORS’ POWERS	41
21	DISQUALIFICATION AND REMOVAL OF DIRECTORS	41
22	DIRECTORS’ APPOINTMENTS AND INTERESTS	42
23	PROCEEDINGS OF DIRECTORS	43
24	DIVIDENDS	44
25	NOTICES	44
26	CAPITALISATION	45
27	INDEMNITY	45

COMPANIES ACTS 1963 to 2013

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

GLOBOFORCE GROUP PUBLIC LIMITED COMPANY

(Adopted by a special resolutions passed on March 3, 2014)

1.	REGULATIONS

1.1

The Regulations contained in Part I of Table A in the First Schedule to the Companies Act 1963 (as the same is amended by the Companies Acts 1963-2003 and with the exception of Regulations 1, 6, 7, 15, 17, 19, 24, 26, 27, 30 to 32 (inclusive), 44 to 46 (inclusive), 49 to 52 (inclusive), 54 to 59 (inclusive), 61, 63, 64, 66, 68 to 72 (inclusive), 79, 80, 83 to 85 (inclusive), 86, 87, 90 to 98 (inclusive), 101 to 105 (inclusive), 108 to 112 (inclusive), 127, 133 to 136 (inclusive) thereof) shall apply to the Company save in so far as they are excluded or modified hereby or are inconsistent herewith and such Regulations together with the Articles hereinafter contained shall constitute the Regulations of the Company.

1.2

In these Articles and (where appropriate) in Table A:

“‘A’ Shareholder” means any holder of ‘A’ Shares;

“‘A’ Shares” means the convertible preference shares of EUR0.0001269738 each in the share capital of the Company in issue from time to time;

“the Act” means the Companies Act 1963;

“the Acts” mean the Companies Acts 1963 to 2013;

“Affiliate” with respect to any person means:

(a)

any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such person and for the purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or agency or otherwise; or

(b)

where that person is a partnership, another partner in that partnership or a linked, related or successor partnership or fund, or any other funds managed by such partnership; or

(c)

in relation to an Investor, any custodian or nominee for the Investor or for any investment fund, collective investment scheme or unit trust or other investment vehicle (howsoever structured) (together a “fund”) in respect of which the Investor is manager, adviser or administrator, and any person, who is or proposes to become manager, adviser or administrator of such fund or any related, linked or successor fund;

“Articles” means these articles of association or as from time to time altered or replaced;

“Asset Sale” has the meaning given thereto by article 4(1)(c);

“Atlas” means each of Atlas Venture Fund VI, L.P., Atlas Venture Fund VI GmbH & Co. Kg and Atlas Venture Entrepreneurs’ Fund VI L.P.;

“Atlas VI” has the meaning given in the Subscription Agreement;

“Auditors” means the auditors from time to time of the Company;

“Balderton” means Balderton Capital I, L.P. as nominee for Balderton Capital I, L.P., Balderton Capital Founders’ Fund I, L.P., Balderton Capital Founders’ Fund I-A, L.P., Balderton Capital SLP Fund I, L.P. and related individuals;

“B Deferred Shares” means B deferred shares of EUR1.00 each in the capital of the Company;

“Board” means the board of directors of the Company (or, when the context requires, a subsidiary of the Company) or any committee of such board of directors;

“B Ordinary Shares” means B ordinary shares of EUR1.00 each in the capital of the Company;

“Business” means the business of the Group, being the business of the provision of gift certificates to consumers and non-consumers on a worldwide basis, both on the Internet and otherwise, using a network of retailers worldwide.;

“Business Day” means a day other than Saturday, Sunday or a day on which banks are generally open for business in the State;

“Cash Consideration” means consideration to the extent it comprises cash;

“CEO” means the chief executive officer or any equivalent officer of the Company from time to time appointed pursuant to article 17.7 and in accordance with the terms of the Subscription Agreement;

“Change of Control” has the meaning set out in article 7.1;

“clear days” in relation to the period of a notice, means that period excluding the day when the notice shall be served or deemed to be served and the day for which it shall be given or on which it shall take effect;

“Connected Person” means in relation to a person, any other person:

(d)

who is a connected person for the purposes of Section 10 of the Taxes Consolidation Act 1997 to the first mentioned person; and/or

(e)

with whom the first mentioned person is acting in concert (as defined in Section 1(13) of the Irish Takeover Panel Act 1997);

“the Current CEO” means Mr Eric Mosley;

“Deemed Sale” means a return of assets on a liquidation, reduction of capital, distribution or otherwise to Shareholders;

“Deemed Subscription Price” means:-

(f)

in the case of the 2002 ‘A’ Shares held by Balderton (or any of its Permitted Transferees) (and any Ordinary Share arising on a conversion of any such 2002 ‘A’ Share), EUR224.937147965;

(g)

in the case of the 2002 ‘A’ Shares acquired by any ‘A’ Shareholder by way of a transfer of an issued Share to such ‘A’ Shareholder (and any Ordinary Share arising on a conversion of any such 2002 ‘A’ Share), an amount equal to either the consideration paid by the ‘A’ Shareholder for such ‘A’ Share so acquired or EUR224.937147965, whichever is the greater;

(h)

in the case of the 2004 ‘A’ Shares held by Atlas (or any of its Permitted Transferees) (and any Ordinary Share arising on a conversion of any such 2002 ‘A’ Share), EUR574.476815757;

(i)

in the case of the 2004 ‘A’ Shares held by Balderton (or any of its Permitted Transferees) (and any Ordinary Share arising on a conversion of any such 2002 ‘A’ Share), EUR574.476815757;

(j)

in the case of the 2004 ‘A’ Shares acquired by any ‘A’ Shareholder by way of a transfer of an issued Share to such ‘A’ Shareholder (and any Ordinary Share arising on a conversion of any such 2004 ‘A’ Share), an amount equal to either the consideration paid by the ‘A’ Shareholder for such ‘A’ Share so acquired or EUR574.476815757, whichever is the greater;

(k)

in the case of any ‘A’ Share, other than the 2002 ‘A’ Shares and the 2004 ‘A’ Shares, acquired by any ‘A’ Shareholder by way of a transfer of an issued Share to such ‘A’ Shareholder and, if applicable, the conversion of the transferred Share into an ‘A’ Share (and any Ordinary Share arising on a conversion of any such ‘A’ Share), an amount equal to either the consideration paid by the ‘A’ Shareholder for such ‘A’ Share so acquired or the amount paid up or credited as paid up (including the full amount of any premium at which such share was issued) for such ‘A’ Share, whichever is the greater; and

(l)

in the case of any other ‘A Share’ (and any Ordinary Share arising on a conversion of any such ‘A’ Share), the amount paid up or credited as paid up (including the full amount of any premium at which such share was issued) for such ‘A’ Share;

“Directors” means the directors from time to time of the Company;

“ESOP” means the 2012 Stock Option and Incentive Plan of the Company, as same may be amended from time to time in accordance with its terms;

“Executed” includes any mode of execution;

“Fair Value” means in relation to any Shares which are to be compulsorily transferred pursuant to article 10 the fair value of the Shares as determined by the Valuer pursuant to article 10;

“Forward Stock Purchase Agreement” means an agreement to be entered into by the Company subject to and following the prior approval of an Investor Majority and the sanction of a special resolution in accordance with Part XI of the 1990 Act providing for the acquisition of Shares from Mr. Eric Mosley by a subsidiary of the Company;

“Founders” means Eric Mosley and Edward Reynolds;

“Group” means the Company, its holding company, its subsidiaries and subsidiary undertakings and subsidiaries and subsidiary undertakings of its holding company from time to time and “Group Company” means anyone of them from time to time;

“holder” in relation to Shares means the Shareholder whose name is entered in the register of Shareholders of the Company as the holder of the Shares;

“Investors” means Atlas and Balderton;

“Investor Director” bears the meaning set out in article 17.2;

“Investor Majority” means each of the Investors, provided that:-

(m)

in the event of an Investor selling all of its Shares to any one person, that person;

(n)

in the event of an Investor selling all of its Shares to more than one person, the transferees of such Shares who together hold 75% or more of the Shares originally held by that Investor; or

(o)

in the event of an Investor selling some (but not all) of its Shares to any one or more person(s), the holders of such Shares who together hold 75% of such Shares

shall replace that Investor for the purposes of this definition;

“Investor Minimum Percentage” bears the meaning set out in the Subscription Agreement;

“Leaver” bears the meaning set out in article 9.1;

“Listed Group Company” bears the meaning set out in article 9.11;

“Listing” means the admission of any of the Shares or depository receipts representing Shares, or any shares of any holding company or subsidiary of the Company, to the Official List of the UK Listing Authority and/or to trading on the London Stock Exchange plc’s market for listed securities; or the admission to trading of such shares on the Alternative Investment Market of the London Stock Exchange plc (or any other market regulated by the London Stock Exchange plc); or the listing or quotation of any such shares (or in the case of the New York Stock Exchange the listing or quotation of depository receipts representing such shares) on any other stock exchange or regulated securities market (including the New York Stock Exchange, NASDAQ and NASDAQ Europe); or the offering to the public in any jurisdiction of any such shares for sale or subscription;

“Memorandum” means the memorandum of association of the Company, as supplemented by special resolution of the members of the Company entitled to vote from time to time;

“Non-Cash Consideration” means consideration to the extent that it comprises shares in a company which is listed on a recognised stock exchange;

“office” means the registered office of the Company;

“Ordinary Shares” means ordinary shares of EUR0.0001269738 each in the capital of the Company;

“Ordinary Shareholder” means any holder of Ordinary Shares;

“Permitted Transfer” means a transfer of Shares authorised or permitted by article 5.3 to 5.8 (inclusive);

“Permitted Transferee” means a person, firm or unincorporated association to whom or which Shares have been, or may be, transferred pursuant to a Permitted Transfer;

“recognised stock exchange” means a stock exchange or market approved in writing by the Investor Majority;

“the State” means the Republic of Ireland;

“Sale” means the transfer or other disposal (including by way of re-organisation, merger or consolidation) (whether through a single transaction or a series of transactions) of the legal and/or beneficial interest or title to a majority or more of the Shares in issue taken together to a person (and/or any Connected Person of that person) or the acceptance of an offer as a result of which the offeror and any Connected Person or person acting in concert with it becomes entitled or bound to acquire the remainder of such shares but excluding any transfer or other disposal of the legal and/or beneficial interest or title to a majority or more of the Shares in issue which is made to another member of the Group as part of a bona fide reorganisation of the Group made with the consent of the Investor Majority;

“seal” means the common seal of the Company;

“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

“Share” or “Shares” means any share or shares in the capital of the Company;

“Shareholder” means any holder for the time being of a Share or Shares;

“Subscription Agreement” means the subscription and shareholders agreement dated 18^th August 2004 between (1) Atlas, (2) Balderton, (3) the Initial Shareholders (as therein defined) and (4) the Company relating, inter alia to the regulation of the rights and obligations of the parties in respect of the Company;

“Subscription Price” means in relation to any Share (other than any ‘A’ Share and any Ordinary Share arising on a conversion of any such ‘A’ Share) the amount paid up or credited as paid up thereon (including the full amount of any premium at which such share was issued) and means in relation to any ‘A’ Share the Deemed Subscription Price for such ‘A’ Share or if applicable any Ordinary Share arising on a conversion of any such ‘A’ Share;

“Table A” means Part I of Table A in the First Schedule to the Companies Act 1963;

“the 1983 Act” means the Companies (Amendment) Act 1983;

“The 1990 Act” means the Companies Act, 1990;

“the 2002 ‘A’ Shares” means the 11,290 ‘A’ Shares which were allotted to Balderton on 29 January 2002; and

“the 2004 ‘A’ Shares” means:-

(p)

the 12,185 ‘A’ Shares which were allotted to Atlas pursuant to the Subscription Agreement; and

(q)

the 861 ‘A’ Shares which were acquired by Balderton pursuant to the Share Purchase Agreement (as define in the Subscription Agreement).

“Valuer” means an independent investment bank or corporate finance firm of international repute appointed by the Board (with the consent of each Investor Director) for the purpose of valuing Shares in accordance with article 10;

1.3

In these Articles, unless the context requires otherwise:

(a)

A reference to any statute or statutory provision is to be construed as a reference to such statute or provision as amended, consolidated or re-enacted from time to time and to any orders, regulations, instruments or other subordinate legislation (and relevant codes of practice) made under the relevant statute for the time being in force.

(b)

Unless the context otherwise requires:

(i)

words in the singular include the plural, and vice versa;

(ii)

words importing one gender include the other gender;

(iii)

a reference to a person includes a reference to a body corporate and to an unincorporated body of persons; and

(iv)

words or expressions contained in these Articles bear the same meaning as in the Act.

(c)

a reference to a “subsidiary” or “holding company” is to be construed in accordance with section 155 of the Companies Act 1963, and a reference to a “parent undertaking” and “subsidiary undertaking” is to be construed in accordance with the European Communities (Companies: Group Accounts) Regulations, 1992;

(d)

a reference to a document is a reference to that document as from time to time supplemented or varied;

1.4

The headings are inserted for convenience only and do not affect the construction of these Articles.

1.5

Any reference in these Articles to a Shareholder shall be deemed to include a reference to its Permitted Transferee, unless the context requires otherwise.

2.	PUBLIC COMPANY

2.1

The Company is a public limited company and accordingly the number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were while in such employment, and have continued after the determination of such employment to be, members of the Company) is unlimited, and must be at least seven.

2.2

The right to transfer shares is restricted in the manner prescribed in these Articles; and

2.3

The Company shall not have power to issue share warrants to bearer.

3.	SHARE CAPITAL

3.1

The Share Capital of the Company is €333,947.6156 divided into

(a)

5,000,000,000 Ordinary Shares of €0.00002539476 each;

(b)

5,000,000,000 Convertible Preference Shares of €0.00002539476 each;

(c)

40,000 B Ordinary Shares of €1 each; and

(d)

40,000 B Deferred Shares of €1 each.

3.2

The Shares shall, except where otherwise provided in these Articles, entitle the holders thereof to the same rights and privileges and subject them to the same restrictions and provisions hereinafter appearing.

3.3

Subject to the provisions of the Acts and these Articles, all unissued Shares shall be at the disposal of the Directors and they may allot, grant rights, options or warrants to subscribe or otherwise dispose of them to such person, at such times, and on such terms as they think proper.

3.4

Subject to the provisions of the Acts and to the prior consent of the Investor Majority having been obtained, and to the rights conferred on the holders of any class of shares, the Company shall have power to purchase its own Shares (whether issued on terms that they are, or are liable, to be redeemed or not) and subject as aforesaid the Company may cancel any shares so purchased or may hold them as treasury shares and, subject to the prior consent of the Investor Majority having been obtained, may reissue any such treasury shares as shares of any class or classes.

3.5

Subject to the prior consent of the Investor Majority having been obtained, neither the Company nor the Directors 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 dividends or capital conferred by any class of shares.

3.6

Subject always to the prior consent of the Investor Majority having been obtained and to the provisions of the Acts any Shares may with the sanction of a special resolution be issued on terms that they are, or that at the option of the Company or the Shareholder holding any such Shares, they are, liable to be redeemed on such terms and in such manner as the Company, before the issue of such Shares, may by special resolution determine or as may be provided by these Articles and, subject as

aforesaid, the Company may cancel any shares so purchased or may hold them as treasury shares, and subject to the prior consent of the Investor Majority having been obtained, may reissue any such treasury shares as shares of any class or classes.

3.7

Subject to the prior consent of the Investor Majority having been obtained, the rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

3.8

The special rights attached to any class of Share or Shares may not be varied nor abrogated either while the Company is a going concern or during or in contemplation of a winding-up, without the consent in writing of the holders of 75 per cent or more of the issued Shares of that class or an extraordinary resolution passed at a separate general meeting of the holders of the class sanctioning that variation or abrogation.

3.9

Except as required by law, and even when the Company shall have express notice thereof, no person shall be recognised by the Company as holding any Share upon any trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognise any interest in any Share except an absolute right to the entirety thereof in the holder.

3.10

The share capital of the Company shall not be increased except with the sanction of a special resolution of the Company.

3.11

In Regulation 2 of Part 1 of Table A the words “ordinary resolution” shall be replaced by the words “special resolution”.

3.12

In the event that the issued share capital of the Company falls, or if the Board so shall determines is likely to fall, below the minimum statutory requirement pursuant to the Acts, the Directors are authorised to issue such number of B Deferred Shares as may be required to maintain the minimum statutory requirement to such number of nominees as may be required to ensure compliance with the Acts with such B Deferred Shares to be held by such nominees on behalf of the Members.

4.	RIGHTS ATTACHING TO THE SHARES

4.1

Liquidation

(a)

On a return of assets on liquidation, on a reduction of capital (except in the case of a reduction of capital consequent on a purchase by the Company of any of its own shares made with the consent of the Investor Majority) or otherwise the assets of the Company remaining after payment of its liabilities (“Net Proceeds”) shall be distributed as follows and in the following order of priority:

(i)

in the event that not all of the ‘A’ Shares have been converted into Ordinary Shares pursuant to article 4(2)(b):

(A)

first, in payment to the holders of the ‘A’ Shares, an amount equal to the Subscription Price for the ‘A’ Shares (or in the event of the conversion, sub-division and/or redesignation of the ‘A’ Shares, the Subscription Price originally paid for each ‘A’ Share from which the Shares arising on such conversion, sub-division and/or redesignation derive) plus any arrears or accruals of dividend on the ‘A’ Shares (as the case may be) due or declared or unpaid down to the date of the return of assets, such payment to be shared in proportion to the number of ‘A’ Shares held by them respectively;

(B)

thereafter, the balance of the Net Proceeds, if any, shall be distributed to each of the holders of the ‘A’ Shares and the holders of Ordinary Shares in proportion to the number of Shares held by them respectively (pari passu as if they were all shares of the same class);

(ii)

in the event that the ‘A’ Shares have been converted into Ordinary Shares pursuant to article 4(2)(b) the Net Proceeds shall be distributed to the holders of the Ordinary Shares (including, for the avoidance of doubt, any Ordinary Shares arising from the conversion of ‘A’ Shares under article 4(2)(b)) in proportion to the number of Ordinary Shares held by them respectively.

(b)

In the event of a Sale, the Company and each Shareholder shall procure that the proceeds of such Sale shall, unless otherwise required by the Investor Majority in writing, be distributed between the Shareholders in the manner set out in article 4(1)(a)(i) or (ii) (as applicable) as if the same constituted a liquidation of the Company, save that to the extent that any ‘A’ Shareholder has, pursuant to the rights conferred upon him by article 7, accepted any offer which will result in him receiving Cash Consideration and/or Non Cash Consideration for an ‘A’ Share which is of a value greater than the Subscription Price for the ‘A’ Share in question, article 4(1)(a)(i), shall be construed so that reference therein to the Subscription Price for such ‘A’ Share shall be replaced by a reference to such Cash Consideration and/or Non Cash Consideration.

(c)

On any sale by the Company of the whole or substantially the whole of its business and/or assets (an “Asset Sale”) (other than any sale by the Company of the whole or substantially the whole of its business or assets to another Group Company made as part of a bona fide reorganisation of the Group which is being entered into with the consent of the Investor Majority) the Company shall, unless otherwise required by the Investor Majority in writing, as soon as practicable (insofar as it is lawfully able) distribute (whether by means of dividend, redemption of any of the Shares carrying rights to be redeemed or otherwise) to the Shareholders the proceeds of such sale and those proceeds shall be distributed between the Shareholders in the manner set out in article 4(1)(a)(i) or (ii) as applicable as if the same constituted a liquidation of the Company.

4.2

‘A’ Shares

(a)

Voting in general meetings

The holders of the ‘A’ Shares shall be entitled to receive notice of, to attend and to vote at, general meetings of the Company; every holder of ‘A’ Shares who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, shall have one vote on a show of hands and on a poll every holder of ‘A’ Shares so present shall have one vote for each ‘A’ Share held by him.

(b)

Conversion

(i)

Subject to the consent of the Investor Majority to a Listing having first been obtained, and to the terms of such consent, all of the ‘A’ Shares shall, on the date of the closing of the sale of ordinary shares to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 of the United States, as amended, be converted into and redesignated as Ordinary Shares at the rate of one Ordinary Share for every ‘A’ Share.

(ii)

Immediately on the request in writing, at any time, by any ‘A’ Shareholder that ‘A’ Shares held by such ‘A’ Shareholder be converted into Ordinary Shares, the ‘A’ Shares held by such ‘A’ Shareholder (and in respect only of the number specified) shall be converted into and redesignated as Ordinary Shares at the rate of one Ordinary Share for every ‘A’ Share.

(iii)

Immediately on the request in writing, at any time, by the Investor Majority that all of the ‘A’ Shares held by the Investor Majority be converted into Ordinary Shares, all of the ‘A’ Shares then in issue shall, regardless of whether they are held by the Investor Majority or any other Shareholder not being the Investor Majority, be converted into and redesignated as Ordinary Shares at the rate of one Ordinary Share for every ‘A’ Share.

(iv)

The “Conversion Date” for the purposes of this article 4(2)(b) means, depending upon whether conversion is to take place pursuant to sub-paragraphs (i), (ii) or (iii) above, the date and/or time, as applicable, upon which the ‘A’ Shares are to be converted into Ordinary Shares as specified in the applicable subparagraph.

(v)

The Ordinary Shares arising on such conversion and redesignation shall rank pari passu with the Ordinary Shares then in issue and fully paid up and shall entitle the holders of the Ordinary Shares to all dividends and other distributions declared, made or paid on the Ordinary Shares by reference to any record date occurring after the Conversion Date.

(vi)

If the ‘A’ Shares are consolidated or sub-divided (or if the Ordinary Shares into which they may be converted are consolidated or sub-divided), then the number of Ordinary Shares to be issued on conversion shall be reduced or increased accordingly and if any doubt arises as to the number of them the certificate of the opinion of the Auditors shall be conclusive and binding.

(vii)

Upon the Conversion Date each holder of ‘A’ Shares which are to be converted shall deliver to the Company at its registered office the certificates for his ‘A’ Shares and upon such delivery there shall be issued to him a certificate for the number of Ordinary Shares resulting from the conversion and redesignation.

(c)

Income

Subject to article 24.2:

(i)

the holders of the ‘A’ Shares shall be entitled to receive in priority to the holders of any other class of shares non-cumulative dividends at the rate of 8% per annum of the Subscription Price paid on such ‘A’ Shares calculated on a daily basis (the “Preference Dividend”);

(ii)

no dividend shall be declared or payable on the ‘A’ Shares in respect of any financial period of the Company unless there are sufficient profits of the Company available for distribution in such financial period and unless the payment of such a dividend is declared by the Board and has first been approved by the Investor Majority;

(iii)

if there are insufficient funds or reserves to satisfy the Preference Dividend, then the total amount available for distribution shall be distributed to the ‘A’ Shareholders pro rata to the aggregate Subscription Price paid by the holders thereof for their respective holdings of ‘A’ Shares;

(iv)

any distribution after satisfaction of the Preference Dividend shall (subject to the same being approved by the Investor Majority) be payable to the holders of the ‘A’ Shares and the Ordinary Shares pari passu as if the same were one class of shares;

(v)

and subject to article 4(2)(c)(iii), every dividend payable shall be distributed to the appropriate shareholders pro rata according to the number of Shares held by them respectively.

(d)

Redemption

The ‘A’ Shares shall, at the discretion of the Investor Majority, by notice in writing to the Company be redeemable to the extent necessary to ensure that: (i) on a return of assets on liquidation or on a reduction of capital or otherwise the Net Proceeds (as defined in article 4(1)(a)) are distributed first in payment to the holders of the ‘A’ Shares an amount equal to the Subscription Price for such Shares and any arrears or accruals of dividend in accordance with article 4(1)(a); (ii) in the event of a Sale that the proceeds of such Sale are distributed first to the holders of the ‘A’ Shares in the manner provided for in article 4(1)(b) and (iii) in the event of an Asset Sale, that the proceeds of such sale are distributed first to the holders of the ‘A’ Shares in the manner provided for in article 4(1)(c), but shall not otherwise be redeemable.

4.3

Ordinary Shares

4.4

The Ordinary Shares shall rank pari passu in all respects.

4.5

The Ordinary Shares shall confer on the holders thereof the right to receive notice of and to attend and vote at general meetings of the Company.

4.6

B Ordinary Shares

4.7

The B Ordinary Shares shall rank pari passu in all respects.

4.8

The B Ordinary Shares shall confer on the holders thereof the right to receive notice of and to attend and vote at general meetings of the Company.

4.9

B Deferred Shares

4.10

The B Deferred Shares shall have the rights and privileges and be subject to the restrictions set out in this Article 4.10.

(a)

the B Deferred Shares are non-voting shares and do not convey upon the holder the right to be paid a dividend or to receive notice of or to attend, vote or speak at a general meeting;

(b)

the B Deferred Shares confer the right on a return of capital, on a winding-up or otherwise, only to the repayment of the nominal value paid up on the Deferred Shares after repayment of the nominal value of the Ordinary Shares;

(c)

any Director of the Company (the “Agent”) is appointed, the attorney of the holder of a B Deferred Share, with an irrevocable instruction to the Agent to execute all or any forms of transfer and/or renunciation and/or other documents in the Agent’s discretion in relation to the B Deferred Shares in favour of the Company or as it may direct and to deliver such forms of transfer and/or renunciation and/or other documents together with any certificate(s) and/or other documents for registration and to do all such other acts and things as may in the reasonable opinion of the Agent be necessary or expedient for the purpose of, or in connection with, the purchase by the Company of the B Deferred Shares for nil consideration or such other consideration as the Board may determine and to vest the said B Deferred Shares in the Company;

4.11

Conversion of B Ordinary Shares

At such time as the Board shall determine, each of the B Ordinary Shares in issue in the capital of the Company shall be converted and redesignated as a B Deferred Share having the rights and being subject to the restrictions set out in Article 4.10 above.

5.	TRANSFER OF SHARES

5.1

Save as permitted in these Articles, no transfer, disposal or other dealing in any Shares (or any interest whether legal, beneficial or otherwise) in such Shares shall occur other than the transfer of the whole legal and beneficial title of all or part of a Shareholder’s holding of Shares free from all liens, charges and encumbrances and with all rights, title and interest in existence at the date of transfer together with all rights which may arise in respect thereof or thereafter (and “transfer of Shares” shall be construed accordingly).

5.2

Except as provided elsewhere in these Articles, in particular except as provided in article 5.11, none of the Shareholders (or, their respective Permitted Transferees pursuant to article 5.3 and 5.4) shall be entitled, at any time during the period commencing on the date of adoption of these Articles and ending on the date six months after the date of a Listing, to transfer any Shares then held by such holder, save with the prior written consent of the Investor Majority, or in the circumstances permitted by articles 5.3, 5.4, 5.8 and 5.12 or required under articles 5.5, 5.6, 5.7 or 9. Subject always to the prior provisions of this article 5.2, no Share or any interest (whether legal, beneficial or otherwise) therein shall be transferred to or otherwise become vested in any person or body save in the circumstances permitted by articles 5.3. 5.4, 5.8, 5.11 and 5.12 or required under articles 5.5 to 5.7 or unless and until the requirements set out in articles 6, 7, 8 or 9 (if applicable) shall have been duly complied with.

5.3

Subject to article 5.2, all or part of the Shares of a Shareholder may be transferred free of any rights of pre-emption conferred under article 6 or otherwise:

(a)

to any person with the prior consent in writing of the Investor Majority (which consent may be granted unconditionally or subject to reasonable terms or conditions and in the latter case any Share so transferred shall be held subject to such terms and conditions notified in writing to the transferee prior to registration of the transfer); or

(b)

by any individual Shareholder (not being in relation to the Shares concerned a holder thereof as a trustee of any Family Trusts) to a Privileged Relation of such member; or

(c)

by any such individual Shareholder to trustees to be held upon Family Trusts related to such individual Shareholder; or

(d)

by a Shareholder to any of its respective Affiliates and vice versa among such Affiliates (and so that, in the event of a dispute as to whether any proposed transferee is an affiliate of the transferor the matter shall be conclusively determined by the Board acting with the consent of each of the Investor Directors); or

(e)

by any Shareholder being a company (not being in relation to the Shares concerned a holder thereof as a trustee of any Family Trusts) to a Member of the same Group as the Transferor Company and if any such transferee ceases to be a Member of the same Group as the original Shareholder who transferred the Shares pursuant to this article it shall forthwith transfer the relevant Shares to a Member of the same Group; or

(f)

by any person entitled to Shares in consequence of the death or bankruptcy of an individual Shareholder to any person or trustee to whom such individual member, if not dead or bankrupt, would be permitted hereunder to transfer the same.

5.4

Where Shares have been issued to trustees of Family Trusts or transferred under this article to trustees of Family Trusts, the trustees and their successors in office may (subject to the provisions of article 5.2) transfer all or any of such Shares:

(a)

to the trustees for the time being of the Family Trust concerned on any change of trustees;

(b)

to the trustees for the time being of any other trusts, being Family Trusts in relation to the same individual Shareholder or deceased or former Shareholder pursuant to the terms of such Family Trusts or to any discretion vested in the trustees thereof or any other person; or

(c)

to the relevant Shareholder or former Shareholder or any Privileged Relation of the relevant Shareholder or deceased or former Shareholder who has thereby become entitled to the Shares proposed to be transferred on the total or partial termination of or pursuant to the terms of the Family Trusts concerned or in consequence of the exercise of any such power or discretion as aforesaid.

5.5

If and whenever any of the Shares come to be held otherwise than upon Family Trusts, except in circumstances where a transfer thereof is authorised pursuant to article 5.3 to be and is to be made to the person or persons entitled thereto, it shall be the duty of the trustees holding such Shares to notify the Directors in writing that such event has occurred and the trustees shall be bound, if and when required in writing by the Directors so to do, to transfer such Shares back to the relevant former Shareholder.

5.6

If a person to whom Shares have been transferred pursuant to article 5.3 shall cease to be a Privileged Relation or Affiliate of the original Shareholder who transferred the Shares pursuant to this article 5, it shall be the duty of such person to notify the Directors in writing that such event has occurred and such person shall be bound, if and when required in writing by the Directors so to do, to transfer its entire holding of Shares back to such Shareholder or to another Privileged Relation or Affiliate of such original Shareholder.

5.7

If a Transferee Company ceases to be a Member of the same Group as the Transferor Company from which (whether directly or by a series of transfers under article 5.3) the Shares derived, it shall be the duty of the Transferee Company to notify the Directors in writing that such event has occurred and (unless the Shares are thereupon transferred to the Transferor Company or a Member of the same Group as the Transferor Company, any such transfer being deemed to be authorised under the foregoing provisions of this article 5) the Transferee Company shall be bound, if and when required in writing by the Directors so to do, to transfer its entire holding of Shares back to the Transferor Company.

5.8

Notwithstanding any other provision of these Articles to the contrary, any Shares or any interest in any Shares may at any time be transferred free of any rights of pre-emption conferred under article 6 or otherwise:

(a)

by a holder of Shares which is an Investment Fund or by its trustee, custodian or nominee:

(i)

to any trustee, nominee or custodian for such fund and vice versa;

(ii)

to any unitholder, shareholder, partner, participant, member, manager or adviser (or an employee, officer, former employee or former officer of such manager or adviser) in any such fund or in any partner of the general partner of such fund;

(iii)

to any other Investment Fund, or its trustee, nominee or custodian, managed or advised by the same manager or adviser as any such fund; or

(b)

by a holder of Shares which is an Investment Fund to a trustee, nominee, custodian or to a Member of the same Group of any of the persons referred to in article 5.8.1 (i), (ii) and (iii).

5.9

For the purpose of this article 5:

(a)

the word “company” includes any body corporate;

(b)

the expression “a Member of the same Group”, as regards any company, means a company which shall be for the time being a holding company or a subsidiary of that company or of such holding company;

(c)

the expression “Transferor Company” means a company (other than a Transferee Company) which has transferred or proposes to transfer Shares to a Member of the same Group; and

(d)

the expression “Transferee Company” means a company for the time being holding Shares in consequence, directly or indirectly, of a transfer or series of transfers of Shares between Members of the same Group (the relevant Transferor Company in the case of a series of such transfers being the first transferor in such series);

(e)

the expression “Privileged Relation” means in relation to an individual member or deceased or former individual member, the sibling, husband or wife or the widower or widow of such member and all the lineal descendants and ascendants in direct line of such member and a husband or wife or widower or widow of any of the above persons and for the purposes aforesaid a step-child or adopted child or illegitimate child of any person shall be deemed to be his or her lineal descendant; and

(f)

the expression “Family Trusts” 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 that individual and/or Privileged Relations of that individual; 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 or may become liable to be transferred or paid or applied or appointed to or for the benefit of such person or any voting or other rights attaching thereto are or may become liable to be exercisable by or as directed by 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;

(g)

the expression “Investment Fund” means any person, company, trust, limited partnership or fund holding Shares for investment purposes and not being a Relevant Executive or any person who is a member of the Company by virtue of acquiring Shares directly or indirectly from a Relevant Executive;

(h)

the expression “Relevant Executive” means a director, employee or consultant of the Company or any subsidiary of the Company.

5.10

The Board shall refuse to register any transfer of Shares on which the Company has a lien and any transfer of Shares which is not permitted by these Articles. The Board may also refuse to register a transfer unless it is duly stamped and lodged at the registered office or at such other place as the Board may appoint and is accompanied by the certificate for the Shares to which it relates (or an indemnity in respect thereof) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer but otherwise, the Board shall register any transfer made pursuant to the provisions of articles 5, 6, 7, 8, 9 or 10.

5.11

Notwithstanding any other provision of these Articles or the Subscription Agreement to the contrary, there are no restrictions on the transfer of Shares held by an Investor save that:

(a)

the Board shall be entitled to refuse to register a transfer unless it is duly stamped and lodged at the registered office or at such other place as the Board may appoint and is accompanied by the certificate for the Shares to which it relates (or an indemnity in respect thereof) but otherwise the Board shall register any transfer of the Shares held by an Investor; and

(b)

an Investor (“Selling Investor”) who intends to transfer all or part of its Shares shall first offer those Shares (“‘A’ Sale Shares”) to the remaining ‘A’ Shareholders for a specified price (the “‘A’ Price”), such offer to remain open for acceptance in writing for a period of 10 Business Days. Applications from ‘A’ Shareholders to purchase some or all of such Shares shall be dealt with in the manner set out in articles 5.12 to 5.15. Any such offer Notice shall constitute the Company the agent of the Selling Investor for the sale of the ‘A’ Sale Shares at the ‘A’ Price. Any such offer, may, if the Selling Investor so requests, be conditional upon the remaining ‘A’ Shareholders agreeing to purchase all of the ‘A’ Sale Shares (a “Total Transfer Condition”). If:-

(i)

a Total Transfer Condition applies, and all of the ‘A’ Sale Shares are not accepted by the ‘A’ Shareholders to whom they are offered, the Selling Investor may transfer all of the ‘A’ Sale Shares (including any ‘A’ Sale Shares which have been so accepted); or

(ii)

if a Total Transfer Condition does not apply, and any of the ‘A’ Sale Shares are not accepted by the ‘A’ Shareholders to whom they are offered, the Selling Investor may transfer any such remaining ‘A’ Sale Shares

to any other person within a period of six months following the date of its offer to the remaining ‘A’ Shareholders, provided that the price per Share is not less than the ‘A’ Price.

5.12

‘A’ Sale Shares shall be offered to each offeree on terms that, in the event of competition, the ‘A’ Sale Shares offered shall be sold to the ‘A’ Shareholders accepting the offer in proportion (as nearly as may be) to their existing holdings of ‘A’ Shares (the “‘A’ Proportionate Entitlement”). It shall be open to each such holder to specify if he is willing to purchase ‘A’ Sale Shares in excess of his ‘A’ Proportionate Entitlement (“‘A’ Excess Shares”) and, if the holder does so specify, he shall state the number of ‘A’ Excess Shares.

5.13

After the expiry of the offers to be made to ‘A’ Shareholders pursuant to article 5.11 (or sooner if all the ‘A’ Sale Shares offered shall have been accepted in the manner provided in article 5.12), the Board shall allocate the ‘A’ Sale Shares in the following manner:-

(a)

if the total number of ‘A’ Shares applied for is equal to or less than the available number of ‘A’ Sale Shares, the Company shall allocate the number applied for in accordance with the applications; or

(b)

if the total number of ‘A’ Shares applied for is more than the available number of ‘A’ Sale Shares, each holder shall be allocated his ‘A’ Proportionate Entitlement (or such lesser number of ‘A’ Sale Shares for which he may have applied); applications for ‘A’ Excess Shares shall be allocated in accordance with such applications or, in the event of competition, (as nearly as may be) to each holder applying for ‘A’ Excess Shares in the proportion which the number ‘A’ Shares held by such holder bears to the total number of ‘A’ Shares held by all such holders applying for ‘A’ Excess Shares PROVIDED THAT such holder shall not be allocated more ‘A’ Excess Shares than he shall have stated himself willing to take

and in either case the Company shall forthwith give notice of each such allocation (an “‘A’ Allocation Notice”) to the Selling Investor and each of the persons to whom Sale Shares have been allocated (an “‘A’ Applicant”) and shall specify in the ‘A’

Allocation Notice the place and time (being not earlier than five Business Days and not later than 10 Business Days after the date of the ‘A’ Allocation Notice) at which the sale of the ‘A’ Sale Shares shall be completed.

5.14

Subject to article 6.10, upon such allocations being made as aforesaid, the Selling Investor shall be bound, on payment of the ‘A’ Price, to transfer the ‘A’ Sale Shares comprised in the ‘A’ Allocation Notice to the ‘A’ Applicants named therein at the time and place therein specified. If he makes default in so doing:-

(a)

the chairman for the time being of the Company or, failing him, one of the Directors, or some other person duly nominated by a resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed attorney of the Selling Investor with full power to execute, complete and deliver in the name and on behalf of the Selling Investor all documents necessary to give effect to the transfer of the relevant ‘A’ Sale Shares to the ‘A’ Applicants;

(b)

the Board and/or any Director may receive and give a good discharge for the purchase money on behalf of the Selling Investor and (subject to the transfer being duly stamped) enter the name of the ‘A’ Applicants in the register of members as the holder or holders by transfer of the ‘A’ Sale Shares so purchased by him or them; and

(c)

the Board shall forthwith pay the purchase money into a separate bank account in the Company’s name and shall hold such money on trust (but without interest) for the Selling Investor until he shall deliver up his certificate or certificates for the relevant ‘A’ Sale Shares (or an indemnity, in a form reasonably satisfactory to the Board, in respect of any lost certificate) to the Company when he shall thereupon be paid the purchase money (but without interest).

5.15

The appointment referred to in article 5.14 shall be irrevocable and is given to secure the performance of the obligations of the relevant holder under these Articles.

5.16

Subject to article 6.1, any ‘A’ Shareholder other than an Investor who wishes to transfer any ‘A’ Shares must (i) obtain the prior written consent of the Investor Majority and, if such consent is obtained, (ii) offer those in accordance with the provisions of article 6 as if those ‘A’ Shares were Ordinary Shares.

5.17

Subject to article 5.1 or article 5.2 or any other provision of these Articles the creation of a lien, charge or encumbrance over the Shares the subject of the Forward Stock Purchase Agreement pursuant to the terms of the Forward Stock Purchase Agreement shall be permissable and notwithstanding any other provision of these Articles there are no restrictions on the transfer of the Shares the subject of the Forward Stock Purchase Agreement in accordance with its terms and on the settlement date as defined therein.

6.	TRANSFER OF ORDINARY SHARES

6.1

Notwithstanding article 5.16 and any other provision of this article 6 but subject to article 5.17, where a Founder wishes to accept an offer from or enter into any agreement with any person for the sale or transfer of all or part of his holding of Shares (“Founder Shares”) the Founder shall first offer 50 per cent. of those Shares to each of the Investors, such offer to remain open for acceptance in writing for a period of 10 Business Days. To the extent that such Founder Shares are declined by an Investor, they shall be offered to the other Investor (provided that that Investor has accepted all of the Founder Shares offered to it), such further offer to remain open for acceptance in writing for a period of 10 Business Days. Any Founder Shares not accepted pursuant to such offers shall:-

(a)

in the case of ‘A’ Shares, be subject to article 5.16; or

(b)

in the case of Ordinary Shares, be subject to the remaining provisions of article 6.

6.2

Subject to article 6.1, save in respect of a Permitted Transferor or a transfer required under articles 5.5, 5.6, 5.7, 5.8 or 9 and save in the case of a transfer of Shares made to another Group Company as part of a bona fide re-organisation of the Group (which is being made with the consent of the Investor Majority), a Shareholder other than an Investor (a “Selling Shareholder”) who wishes to accept an offer from or enter into any agreement with any person for the sale or transfer of all or part of its holding of Ordinary Shares (the “Sale Shares”) may only do so:-

(a)

with the prior consent of an Investor Majority; and

(b)

in accordance with the procedure set out in the following provisions of this Article 6.

6.3

Any Selling Shareholder who has obtained the consent of the Investor Majority required pursuant to Article 6.2(a) shall give notice in writing (the “Transfer Notice”) to the Company of his wish specifying:-

(a)

the number of Shares which he wishes to transfer (the “Sale Shares”);

(b)

the proportion of the Selling Shareholder’s total holding of Ordinary Shares which the Sale Shares represent (the “Sale Proportion”);

(c)

the name of the third party (if any) to whom he proposes to sell the Sale Shares (the “Purchaser”); and

(d)

the price at which he wishes to transfer the Sale Shares (the “Transfer Price”).

6.4

The Transfer Notice shall constitute the Company the agent of the Selling Shareholder for the sale of the Sale Shares at the Transfer Price.

6.5

The Company shall:-

(a)

as soon as practicable following receipt of a Transfer Notice give notice in writing to each of the ‘A’ Shareholders informing them of the number of Sale Shares that are available to purchase and of the Transfer Price. Such notice shall invite each ‘A’ Shareholder to state, in writing within 10 Business Days from the date of such notice (which date shall be specified therein), whether he is willing to purchase any and, if so, how many of the Sale Shares;

(b)

promptly after the expiry of the offers made pursuant to paragraph (a), if such offers have not been accepted in respect of all of the Sale Shares, give notice to the Board of such number of Sale Shares as are not accepted pursuant to such offers (“Second Round Notice”), upon receipt of which, the Board (with the approval of the Investor Majority) shall be entitled to offer the Sale Shares at the Transfer Price to either:-

(i)

the Company; or

(ii)

any person nominated by the Investor Majority

and any such offer shall be on the basis that:-

(iii)

it must be made within 10 Business Days of the date of the Second Round Notice; and

(iv)

in the case of an offer to the Company:-

(A)

it must be accepted or rejected (and, if not accepted, it will be deemed to have been rejected) within a further period of 30 days provided that such further period of 30 days shall be extended to the extent necessary for the Company to comply with the statutory requirements in relation to its acquisition of the Sale Shares; and

(B)

the Company and the Selling Shareholder shall use their best endeavours to ensure that, after any such offer is accepted, the completion of the transfer of the relevant Sale Shares occurs as soon as reasonably practicable;

(c)

promptly after the expiry of the offers made pursuant to paragraph (b) (if any), if such offers have not been accepted in respect of all of the Sale Shares, give notice in writing to each of the Ordinary Shareholders informing them of the number of Sale Shares that are remaining available to purchase and of the Transfer Price. Such notice shall invite each Ordinary Shareholder to state, in writing within 10 Business Days from the date of such notice (which date shall be specified therein), whether he is willing to purchase any and, if so, how many of the remaining Sale Shares.

6.6

Sale Shares shall be offered to each category of person (as provided in article 6.5) on terms that, in the event of competition, the Sale Shares offered shall be sold to the holders accepting the offer in proportion (as nearly as may be) to their existing holdings of Shares (the “Proportionate Entitlement”). It shall be open to each such holder to specify if he is willing to purchase Sale Shares in excess of his Proportionate Entitlement (“Excess Shares”) and, if the holder does so specify, he shall state the number of Excess Shares.

6.7

After the expiry of the offers to be made pursuant to article 6.5 (or sooner if all the Sale Shares offered shall have been accepted in the manner provided in article 6.5), the Board shall, in respect of each offer made to the categories of persons referred to in article 6.5 allocate the Sale Shares in the following manner:-

(a)

if the total number of Shares applied for is equal to or less than the available number of Sale Shares, the Company shall allocate the number applied for in accordance with the applications; or

(b)

if the total number of Shares applied for is more than the available number of Sale Shares, each holder shall be allocated his Proportionate Entitlement (or such lesser number of Sale Shares for which he may have applied); applications for Excess Shares shall be allocated in accordance with such applications or, in the event of competition, (as nearly as may be) to each holder applying for Excess Shares in the proportion which the number Shares held by such holder bears to the total number of Shares held by all such holders applying for Excess Shares PROVIDED THAT such holder shall not be allocated more Excess Shares than he shall have stated himself willing to take

and in either case the Company shall forthwith give notice of each such allocation (an “Allocation Notice”) to the Selling Shareholder and each of the persons to whom Sale Shares have been allocated (a “Member Applicant”) and shall specify in the Allocation Notice the place and time (being not earlier than five Business Days and not later than 10 Business Days after the date of the Allocation Notice) at which the sale of the Sale Shares shall be completed.

6.8

Subject to article 6.10, upon such allocations being made as aforesaid, the Selling Shareholder shall be bound, on payment of the Transfer Price, to transfer the Sale Shares comprised in the Allocation Notice to the Member Applicants named therein at the time and place therein specified. If he makes default in so doing:-

(a)

the chairman for the time being of the Company or, failing him, one of the Directors, or some other person duly nominated by a resolution of the Board for that purpose, shall forthwith be deemed to be the duly appointed attorney of the Selling Shareholder with full power to execute, complete and deliver in the name and on behalf of the Selling Shareholder all documents necessary to give effect to the transfer of the relevant Sale Shares to the Member Applicants;

(b)

the Board and/or any Director may receive and give a good discharge for the purchase money on behalf of the Selling Shareholder and (subject to the transfer being duly stamped) enter the name of the Member Applicants in the register of members as the holder or holders by transfer of the Sale Shares so purchased by him or them; and

(c)

the Board shall forthwith pay the purchase money into a separate bank account in the Company’s name and shall hold such money on trust (but without interest) for the Selling Shareholder until he shall deliver up his certificate or certificates for the relevant Sale Shares (or an indemnity, in a form reasonably satisfactory to the Board, in respect of any lost certificate) to the Company when he shall thereupon be paid the purchase money (but without interest).

6.9

The appointment referred to in article 6.8 shall be irrevocable and is given to secure the performance of the obligations of the relevant holder under these Articles.

6.10

Any proposed transfer of ‘A’ Shares pursuant to article 5.11 or Sale Shares pursuant to this article 6 shall be conditional upon the person so acquiring the ‘A’ Shares or Sale Shares (as the case may be) (the “Relevant Member”) obtaining all necessary consents, permissions or approvals of any regulatory or supervisory authorities or other persons in any relevant jurisdiction which are or may be required to enable the Relevant Member lawfully to acquire such Shares (each, a “Regulatory Consent”) as soon as possible. In the event that any Regulatory Consent is not obtained by a Relevant Member within 90 days of the date of the ‘A’ Allocation Notice or Allocation Notice (or such longer period as the Board (with the consent of the Investor Majority may agree to), the proposed transfer of ‘A’ Shares or Sale Shares to that Relevant Member shall not be effective, and, subject to the consent of the Investor Majority, the Selling Investor shall make, or shall be deemed to have made, a new offer pursuant to article 5.11(ii) or the Selling Shareholders shall give, or shall be deemed to have given, a new Transfer Notice to the Company (as the case may be) indicating that it desires to transfer such Shares and the provisions of article 5.11(ii) or this article 6 shall apply accordingly (provided that such Shares shall not be offered to the Relevant Member).

6.11

In the event of all the Sale Shares not being sold under the preceding paragraphs of this article 6 the Selling Shareholder may, at any time within three calendar months after receiving confirmation from the Company that the pre-emption provisions contained in these Articles have been exhausted, transfer any Sale Shares (which have not been sold) to any person or persons at any price not less than the Transfer Price provided that:-

(a)

any such sale shall be a bona fide sale and the Board may require to be satisfied in such manner as it may reasonably require that the Sale Shares are being sold in pursuance of a bona fide sale for not less than the Transfer Price without any deduction, rebate or allowance whatsoever to the buyer and, if not so satisfied, may refuse to register the instrument of transfer; and

(b)

the Selling Shareholder shall procure, before the transfer is made and lodged for registration, that the Purchaser has made an offer (the “Tag-Along Offer”) to each ‘A’ Shareholder to purchase the Sale Proportion of the Shares held by such ‘A’ Shareholder on the same terms and conditions (including as to price) as shall have been agreed between the Selling Shareholder and the Purchaser (the “Agreed Terms”).

6.12

In the event of disagreement in relation to identification of the Agreed Terms (including disagreement as to the price paid or agreed to be paid for the relevant Shares), the identification of the Agreed Terms shall be referred to the Auditors at the request of any of the parties concerned. The Auditors shall act as experts and not as arbitrators and their determination shall be final and binding. Each of the parties concerned shall provide the Auditors with whatever information they reasonably require for the purpose of their determination.

7.	TAG -ALONG RIGHTS ON A CHANGE OF CONTROL

7.1

If a transfer of Shares by any Shareholder (a “Relevant Transferor”) (other than a transfer of Shares by an Investor and other than a transfer of Shares made to another Group Company as part of a bona fide re-organisation of the Group (which is being made with the consent of the Investor Majority)) and excluding also any transfer of Shares to an Investor (a “Relevant Transfer”), would upon its completion result in a transferee of Shares (“Relevant Transferee”) and/or any person who is a Connected Person of the Relevant Transferee holding or becoming entitled to acquire 50% or more of all of the Shares in issue (a “Change of Control”), then such transfer may only take place on the condition (the “Condition”) that:

(a)

the consent of the Investor Majority is received prior to the Relevant Transfer taking place; and

(b)

the Relevant Transferor shall procure, before the Relevant Transfer is made and lodged for registration, that the Relevant Transferee has made an offer to each of the ‘A’ Shareholders to purchase the same proportion of the ‘A’ Shares held by such ‘A’ Shareholder as equals the proportion of the Relevant Transferor’s total holding of Shares represented by the Shares being transferred pursuant to the Relevant Transfer, on the same terms and conditions as shall have been agreed between the Relevant Transferor(s) and the transferee except that the price payable to each ‘A’ Shareholder will be the higher of:

(i)

the aggregate Cash Consideration and/or Non-Cash Consideration payable per Share pursuant to the Relevant Transfer in respect of each ‘A’ Share held by them; or

(ii)

an amount equal to the Subscription Price for such ‘A’ Shares, plus any declared and unpaid dividends on the ‘A’ Shares as at the date of completion of the proposed transfer.

7.2

If the Condition will not be satisfied on any proposed transfer that would result in a Change of Control then any transfer of Shares pursuant to such proposed transfer shall be void.

8.	DRAG-ALONG RIGHTS

8.1

If a transfer of Shares (whether through a single transaction or a series of transactions) (other than a transfer of Shares made to another Group Company as part of a bona fide re-organisation of the Group (which is being made with the consent of the Investor Majority)) would result upon its completion in the transfer of 60% or more of the Shares in issue, then, subject to the prior consent of the Investor Majority having been obtained, the transferee in respect of such transfer (the “Purchaser”) may, by serving a compulsory purchase notice (a “Compulsory Purchase Notice”) on each other Shareholder (“Minority Shareholder”), require all the Minority Shareholders to sell all their Shares and beneficial interests therein, within 14 Business Days of the Compulsory Notice being served on them, to the Purchaser or such other person or persons as the Purchaser shall specify for the Cash Consideration and/or Non-Cash Consideration payable in respect of the Purchaser’s Offer for the Ordinary Shares and the ‘A’ Shares but subject for the avoidance of doubt, in the case of directors and employees in respect of whom the compulsory transfer provisions in article 9 shall apply, to article 9 PROVIDED THAT for the avoidance of doubt the ‘A’ Shareholders shall receive (except in respect of ‘A’ Shares compulsorily transferable pursuant to article 9) whichever is the higher of:

(a)

the Cash Consideration and/or Non-Cash Consideration in respect of each ‘A’ Share held by them; or

(b)

an amount equal to the Subscription Price for such ‘A’ Shares, plus any declared and unpaid dividends on the ‘A’ Shares as at the date of completion of the proposed transfer (the “Drag Along Right”).

8.2

Exercise of the Drag-Along Right shall be by serving notice on the Minority Shareholders and on the Directors. If notwithstanding exercise of the Drag-Along Right any Minority Shareholder refuses/fails to transfer its/his or her Shares as required pursuant to this article then:

(a)

each director of the Company is irrevocably appointed attorney by such Minority Shareholder with full power to execute and deliver in the name of such Minority Shareholder all necessary documents of transfer; and

(b)

the Company may receive the purchase monies due to such Minority Shareholder and shall pay the same (and any withheld dividends) to such Minority Shareholder. The receipt by the Company of such monies shall be a full discharge of the Purchaser’s obligations in respect of the same. The Company shall, at the risk of such Minority Shareholder, send a cheque for the purchase monies and any withheld dividends by registered post to the address of such Minority Shareholder as stated in the register of members; and

(c)

the Company shall, subject to the stock transfer form in respect of the Shares owned by such Minority Shareholder being duly executed and stamped, register the name of the Purchaser in the Register of Members of the Company.

8.3

While this article 8 applies to a Minority Shareholder’s Shares, those Shares may not be transferred otherwise than under this article 8.

9.	COMPULSORY TRANSFER

9.1

This article 9 applies:

(a)

when, on or prior to the Compulsory Transfer Date, a director or employee of the Company (or any of the Company’s subsidiaries or subsidiary undertakings) (other than for the avoidance of doubt any Investor Director), who is a holder of Shares (or whose Permitted Transferee and/or a Connected Person to such director or employee is a holder of Shares) (“Leaver”) ceases, for any reason, to be a director or employee of:

(i)

the Company; or

(ii)

any of the Company’s subsidiaries or subsidiary undertakings

where the Leaver is not continuing as a director or employee of the Company or any of its subsidiaries or subsidiary undertakings; and/or

(b)

in respect of a director or employee of the Company (or any of the Company’s subsidiaries or the Company’s holding company (if any) or the Company’s subsidiary undertakings) who is a holder of Shares (or whose Permitted Transferee and/or a Connected Person to such director or employee is a holder of Shares (other than for the avoidance of doubt any Investor Director)), immediately prior to any Sale, Listing (including of any shares of any holding company or subsidiary company of the Company) or Asset Sale, which is due to occur on or prior to the Compulsory Transfer Date (“Deemed Leaver”).

9.2

The phrase ‘Compulsory Transfer Date’ when used in this article 9 shall mean, as regards any Ordinary Shares held by any director or employee of the Company (or by any of its subsidiaries or holding company or subsidiary undertakings), 29 January 2006 or the fourth anniversary of the date of allotment of any of those Ordinary Shares (whichever is the later) and shall mean, as regards any ‘A’ Share held by any such director or employee as aforesaid, the fourth anniversary of the date of allotment of such ‘A’ shares.

9.3

Either:

(a)

within two months after the cessation of directorship or employment in the case of the circumstances set out in article 9.1.1; or

(b)

at any time prior to completion of the Sale, Asset Sale or Listing (or listing of any shares of any holding company or subsidiary company of the Company) in the case of the circumstances set out in article 9.1.2;

the Board shall, at the request of the Investor Majority, serve notice requiring the Leaver or the Deemed Leaver (as the case may be) (or his personal representatives in the case of his death, or his Permitted Transferee and/or a

Connected Person to such Leaver or Deemed Leaver) (“Compulsory Sellers”) to offer the Relevant Percentage of their Ordinary Shares (as defined in article 9.16, in the case of any Leaver or Deemed Leaver, other than the Current CEO, and as defined in article 9.18, in the case of the Current CEO) and to offer the Relevant Percentage of their ‘A’ Shares (as defined in article 9.17 in the case of any Leaver or Deemed Leaver (the aforesaid Ordinary Shares and/or, if applicable ‘A’ Shares being hereinafter referred to as “Leaver’s Shares”) to:

(i)

a person or persons intended to take the Leaver’s or Deemed Leaver’s (as the case may be) place; and/or

(ii)

any of the existing employees of the Company or any of its subsidiaries or subsidiary undertakings (other than the Leaver or Deemed Leaver (as the case may be)); and/or

(iii)

other participants or potential participants in, or trustees of an employees’ share scheme of the Company and its subsidiaries or subsidiary undertakings (other than the Leaver or Deemed Leaver (as the case may be)); and/or

(iv)

any other person or persons approved by the Investor Majority and by the Board (other than the Leaver or Deemed Leaver (as the case may be));

(v)

the Company (subject always to the provisions of the Act); and or

(vi)

in the case of a Sale, to the purchaser

(“Offerees”) PROVIDED ALWAYS that where a person becomes both a Leaver and a Deemed Leaver, then, for the purposes of this article 9, such person shall be treated as being whichever was the first to occur of being either a Leaver or a Deemed Leaver, unless the Board resolves (with the prior written consent of the Investor Majority) to treat a Leaver as a Deemed Leaver, or a Deemed Leaver as a Leaver. At any such meeting of the Board pursuant to this article, in the event that the Leaver or Deemed Leaver (as the case may be) is also a Director, he shall be excluded for the purposes of the quorum of meetings of Directors under these Articles and from voting on any of the aforementioned matters.

9.4

The Compulsory Sellers shall then offer their Leaver’s Shares to the Offerees free from all liens, charges and encumbrances together with all rights attaching to them on the terms set out in article 9.5 and the remaining provisions of this article 9.

9.5

Subject to articles 9.6, 9.7, 9.8, 9.9, 9.10 and 9.11 the price per Share for the Leaver’s Shares shall be the Subscription Price for the Leaver’s Shares.

9.6

When a director or employee (other than the Current CEO in respect of whom the provisions of this article 9.6 shall not apply) becomes a Deemed Leaver (and is not also a Leaver) by virtue of a Sale, the Deemed Leaver shall, at the election of the Deemed Leaver (provided he is not also a Leaver) be entitled (by notice in writing to the Company served not less than 20 Business Days prior to any Sale) to receive in exchange for the transfer by him to the purchaser of the number of Shares which the Deemed Leaver is obliged under the provisions of this article 9 to offer to the Offerees (the “Relevant Shares”) such number of shares in the capital of such purchaser as shall have an aggregate market value equal to the number of Relevant

Shares multiplied by the price per Share determined by the Board as being payable by the purchaser in connection with the Sale. Where a Deemed Leaver is to acquire shares in the purchaser pursuant to the foregoing provisions the Deemed Leaver shall not be entitled to any additional consideration in respect of the Relevant Shares transferred to a purchaser under this article 9.6.

9.7

When a director or employee (other than the Current CEO in respect of whom the provisions of this article 9.7 shall not apply) becomes a Deemed Leaver (and is not also a Leaver) by virtue of an Asset Sale, the Deemed Leaver’s obligation to offer the Relevant Percentage of his Shares to the Offerees shall, at the election of the Deemed Leaver (provided he is not also a Leaver (unless the Board shall have determined that he shall be treated as a Deemed Leaver)) (such election to be made by notice in writing to the Company, served not less than 20 Business Days prior to any Asset Sale) be conditional upon the purchaser of the whole or substantially the whole of the business and/or assets of the Company agreeing to grant to the Deemed Leaver such number of shares in such purchaser as shall have an aggregate market value equal to the number of Shares which the Deemed Leaver is obliged under the provisions of this article 9 to offer to the Offerees multiplied by the amount to which such Deemed Leaver would have been entitled on a distribution to Shareholders following the Asset Sale in respect of each such Share which he is obliged to offer for sale as aforesaid had he not been obliged to sell his Leaver’s Shares pursuant to the terms of this article 9. Where a Deemed Leaver is to be allotted shares in the purchaser pursuant to the foregoing provisions the Deemed Leaver shall not be entitled to any consideration in respect of his Leaver’s Shares compulsorily transferred under this article 9.

9.8

The shares in the purchaser to be allotted to the Deemed Leaver pursuant to article 9.6 or 9.7 and the shares in the Listed Group Company to be acquired by the Deemed Leaver pursuant to article 9.11 shall be of the same class of shares or as similar as possible thereto having regard to the capital structure of the purchaser or the Listed Group Company, as the case may be, as the Leaver’s Shares and shall be subject to the same obligations regarding the offering of Shares as are contained in this article 9, save that in calculating the Relevant Percentage on a future Relevant Date for the purposes of a compulsory transfer under the provisions of the articles of association of the purchaser or, as applicable, the Listed Group Company, the Relevant Date or equivalent of that date in the articles of the Purchaser, or as applicable, the Listed Group Company, shall be accelerated by ‘the number of Relevant Months’, so that the Deemed Leaver will be afforded the benefit of the period for which he was a director or employee of the Company prior to the provisions of this article 9 being triggered by virtue of a Sale, an Asset Sale or a Listing (other than of the Company’s Shares).

The phrase ‘the number of Relevant Months’ for the purposes of this article 9.8 shall mean, as regards any Ordinary Shares which are held by any director or employee to whom the provisions of this article 9 apply, the number of months elapsed from 29 January 2002 or the date of allotment of the Ordinary Shares (whichever is the later) to the date upon which the Relevant Date occurred hereunder and shall mean as regards any ‘A’ Shares held by any such director the number of months elapsed from the date of allotment of the ‘A’ Shares and to date upon which the Relevant Date occurred hereunder.

Furthermore, in the case of the Current CEO, the articles of the Listed Group Company shall, where shares in the Listed Group Company are allotted to him pursuant to the above provisions and article 9.11, incorporate provisions identical to those contained in article 9.20 so that should he cease to be a director and employee of the Listed Group Company in any of the circumstances specified in paragraphs (a)

to (e) of article 9.20 at a time when any shares held by him are subject to compulsory acquisition provisions he shall not be required to compulsorily sell his shares and any such compulsory transfer provisions shall cease to apply to him.

9.9

When the Current CEO becomes a Deemed Leaver (and is not also a Leaver) by virtue of a Sale, the Current CEO shall, at his election (provided he is not also a Leaver) be entitled (by notice in writing to the Company served not less than 20 Business Days prior to any Sale) to require the purchaser to enter into a share sale agreement with him relating to the acquisition of Ordinary Shares held by him only (and not ‘A’ Shares) containing the payment terms envisaged by the remaining provisions of this article pursuant to which the Current CEO shall transfer to the purchaser the number of Ordinary Shares (but not for the avoidance of doubt any ‘A’ Shares) which the Current CEO is obliged under the provisions of this article 9 to offer to the Offerees (the “Relevant Shares”) for an initial consideration of EUR1 and a deferred consideration of an amount equal to the number of Relevant Shares multiplied by the price per Share determined by the Board as being payable by the purchaser in connection with the Sale (the “Deferred Consideration”) which amount shall on execution of the aforesaid agreement be placed in an escrow account on terms approved by the Auditors. Subject as hereinafter provided the Deferred Consideration shall be payable by such purchaser to the Current CEO within five days of either (I) his ceasing to be a director or employee of such purchaser for one of the reasons set out in paragraphs (a) to (e) of article 9.20 below (a “Relevant Reason”) or (II) within five Business Days of 30 January 2005, whichever is the earlier. Should the Current CEO cease to be a director or employee of the purchaser at any time for any reason other than a Relevant Reason before 29 January 2005, he shall be entitled to ²/ ₃rds of the Deferred Consideration. Where the Current CEO is entitled to ²/₃^rd of the Deferred Consideration as aforesaid the purchaser shall pay such amount to the Current CEO within 10 Business Days of his ceasing to be an employee and director for any reason other than a Relevant Reason. Where the Current CEO exercises his rights pursuant to the foregoing provisions of this article 9.9 he shall not, for the avoidance of doubt, be entitled to any additional consideration in respect of the Relevant Shares transferred to a purchaser under a share sale agreement entered into consequent upon an exercise by him of his rights pursuant to this article 9.9.

9.10

When the Current CEO becomes a Deemed Leaver (and is not also a Leaver) by virtue of an Asset Sale the Current CEO shall, at the election of the Current CEO (provided he is not also a Leaver) be entitled (by notice in writing to the Company served not less than 20 Business Days prior to any Asset Sale), and on condition that he transfers his Leaver’s Shares to any of the Offerees, to require the purchaser to enter into an agreement with him pursuant to which it shall undertake that if he remains as a director and employee of the purchaser until 29 January 2005 or if he ceases to be a director and employee of such purchaser for one of the reasons set out in paragraphs (a) to (e) of article 9.20 below (a “Relevant Reason”) prior to 29 January 2005 to pay to him the Relevant Amount within five days of either 29 January 2005 or the date upon which he ceases to be a director or employee of such purchaser for a Relevant Reason, whichever is the earlier. Where the Current CEO exercises his rights pursuant to the foregoing provisions of this article 9.10 he shall not, for the avoidance of doubt, be entitled to any additional consideration in respect of the Relevant Shares transferred to a purchaser under a share sale agreement entered into consequent upon an exercise by him of his rights pursuant to this article 9.10.

The ‘Relevant Amount’ shall, for the purposes of this article, mean an amount equal to the amount determined by multiplying the number of Shares which the Current CEO is obliged under the provisions of this article 9 to offer to the Offerees by the

amount to which the Current CEO would have been entitled on a distribution to Shareholders following a winding up of the Company in respect of each Share held by him which he is obliged to offer to the Offerees had he not been obliged to sell his Leaver’s Shares pursuant to the terms of this article 9, as certified by the Board.

9.11

When a director or employee becomes a Deemed Leaver (and is not also a Leaver unless the Board has determined he shall be treated as a Deemed Leaver) by virtue of a Listing of any shares of any holding company or subsidiary company of the Company (“Listed Group Company”) the Deemed Leaver shall, at the election of the Deemed Leaver who is not also a Leaver (unless the Board shall have determined he shall be treated as a Deemed Leaver) by notice in writing to the Company, served not less than 20 Business Days prior to any such Listing, be entitled, in exchange for his Leaver’s Shares, to acquire such number of shares in the Listed Group Company as shall have an aggregate market value equal to the number of Shares which the Deemed Leaver is obliged under the provisions of this article 9 to offer to the Offerees. Where a Deemed Leaver is to be allotted shares in the Listed Group Company pursuant to the foregoing provisions the Deemed Leaver shall not be entitled to any consideration in respect of his Leaver’s Shares transferred to the Listed Group Company under this article 9.

9.12

The Deemed Leaver shall not be entitled to elect to acquire shares in a purchaser pursuant to articles 9.6 and 9.7 or to acquire Shares in a Listed Group Company pursuant to article 9.11 where the application of this article 9 has been waived by the Board (with the consent of the Investor Majority) in respect of his Leaver’s Shares (and the Deemed Leaver has accordingly not been required to compulsorily transfer his Leaver’s Shares pursuant to the terms of this article 9). Similarly the Current CEO shall not be entitled to exercise the rights conferred upon him by articles 9.9 and 9.10 or to acquire shares in a Listed Group Company pursuant to article 9.11 where the application of this article 9 has been waived by the Board (with the consent of the Investor Majority) in respect of his Leaver’s Shares (and the Current CEO has accordingly not been required to compulsorily transfer his Leaver’s Shares pursuant to the terms of this article 9).

9.13

The Company agrees that where a Deemed Leaver elects to acquire shares in a purchaser (in the event of a Sale or an Asset Sale) or in a Listed Group Company (in the event of a Listing of any holding company or subsidiary company of the Company) it shall consider what measures might be taken in order to minimise the Deemed Leaver’s exposure to tax but without having any obligation to implement any such measures.

9.14

For the avoidance of doubt in the event of a Listing of Shares of the Company taking place the provisions of this article 9 shall continue to apply to each employee or director of the Company who is a holder of Shares.

9.15

For the purposes of this article 9 the “Relevant Date” means:

(a)

in the case of the circumstances set out in article 9.1.1 the date of cessation of directorship or employment (whichever is the earlier); or

(b)

in the case of the circumstances set out in article 9.1.2, the date on which service of notice by the Board under article 9.3 occurs.

9.16

For the purposes of this article 9 the “Relevant Percentage” to be applied in order to calculate the number of Ordinary Shares which the Leaver or Deemed Leaver (other than the Current CEO) may be required to offer pursuant to article 9.3 means, when the Relevant Date occurs:


(a) Prior to 29 January 2003 or the first anniversary of the date upon which the Ordinary Shares were allotted (the “Allotment Date”) whichever is the earlier		100%

(b) On or following 29 January 2003 or the first anniversary of the Allotment Date (whichever is the later), and prior to 29 January 2004 or the second anniversary of the Allotment Date, whichever is the later		75%

(c) On or following 29 January 2004 or the second anniversary of the Allotment Date (whichever is the later) and prior to 29 January 2005 or the third anniversary of the Allotment Date, whichever is the later		50%

(d) On or following 29 January 2005 or the third anniversary of the Allotment Date (whichever is the later) and prior to 29 January 2006 or the fourth anniversary of the Allotment Date, whichever is the later		25%

(e) On or at any time following 29 January 2006 or the fourth anniversary of the Allotment Date, whichever is the later		0%

9.17

For the purposes of this article 9 the “Relevant Percentage” to be applied in order to calculate the number of ‘A’ Shares which the Leaver or Deemed Leaver may be required to offer pursuant to article 9.3 means, when the Relevant Date occurs:


(a) Prior to the first anniversary of the date upon which the ‘A’ Shares were allotted (the “‘A’ Allotment Date”)		100%

(b) On or following the first anniversary of the ‘A’ Allotment Date but prior to the second anniversary of the ‘A’ Allotment Date		75%

(c) On or following the second anniversary of the ‘A’ Allotment Date but prior to the third anniversary of the ‘A’ Allotment Date		50%

(d) On or following the third anniversary of the ‘A’ Allotment Date but prior to the fourth anniversary of the ‘A’ Allotment Date		25%

(e) On or at any time following the fourth anniversary of the ‘A’ Allotment Date		0%

9.18

For the purposes of this article 9 the “Relevant Percentage” (to be applied in order to calculate the number of Ordinary Shares which the Current CEO may be required to offer pursuant to article 9.4) means, when the Relevant Date occurs:


(a) At any time prior to 29 January 2003 or the first anniversary of the date upon which the Ordinary Shares were allotted to the current CEO (the “Allotment Date”), whichever is later		50%

(b) On or following 29 January 2003 or the first anniversary of the Allotment Date (whichever is the later) and prior to 29 January 2004 or the second anniversary of the Allotment Date, whichever is the later		²/₃ rds of 50%

(c) On or following 29 January 2004 or the second anniversary of the Allotment Date (whichever is the later) and prior to 29 January 2005 or the third anniversary the Allotment Date, whichever is the later		1/3 rd of 50%

(d) On or at any time following 30 January 2005 or the day after the third anniversary of the Allotment Date (whichever is the later)		0%

9.19

Where the Relevant Percentage falls to be determined in consequence of service of a notice by the Board under article 9.3.2 occasioned by an Asset Sale, Sale, Listing or Deemed Sale then if the resolution to authorise the service of such notice shall, with the prior written consent of the Investor Majority so provide, the percentages specified above shall be substituted by such other percentages (not being, with respect to any of the time periods specified above, greater than shown above opposite such time period) as shall be set forth in such resolution.

9.20

The provisions of this article 9 shall not apply to the Current CEO either where the requirements of this article 9 are waived in whole or in part by the Board (with the consent of the Investor Majority) in relation to the Current CEO or where he becomes a Leaver for one of the reasons set out in paragraphs (a) to (e) below:

(a)

the current CEO dies; or

(b)

the current CEO suffers a physical or mental deterioration which, in the reasonable opinion of the Board, is sufficiently serious to prevent the Leaver from following his normal employment or which seriously prejudices his earning capacity; or

(c)

the current CEO retires at normal retirement age in accordance with his terms of employment; or

(d)

the current CEO is dismissed where such dismissal is found by a tribunal or court of competent and final (except where any right of appeal is waived) jurisdiction to have been unfair (but provided the Leaver did not materially contribute in any way to his dismissal) or wrongful (but provided the Leaver did not materially contribute in any way to his dismissal); or

(e)

resigns his employment either at the request of the Board or with the consent of the Board.

9.21

Within seven days of the Board serving notice on the Compulsory Sellers:

(a)

the Company shall notify the Compulsory Sellers of the names and addresses of the Offerees and the number of Leaver’s Shares to be offered to each;

(b)

the Company shall notify each Offeree of the number of Leaver’s Shares on offer to him; and

(c)

the Company’s notices shall specify the price per share and state a date, between 7 and 14 days after the date on which the price per share is determined, on which the sale and purchase of the Leaver’s Shares is to be completed PROVIDED ALWAYS that where the Offeree is the Company such time period shall be extended to such reasonable period as is necessary to permit the Company to comply with the relevant provisions of the Act (“Leaver Completion Date”).

9.22

By the Leaver Completion Date the Compulsory Sellers shall deliver stock transfer forms for the Leaver’s Shares, with the relevant share certificates, to the Company. On the Leaver Completion Date the Company shall pay the Compulsory Sellers, on behalf of each of the Offerees, the agreed or certified price for the Leaver’s Shares to the extent the Offerees have put the Company in the requisite funds. The Company’s receipt for the price shall be a good discharge to the Offerees. The Company shall hold the price in trust for the Compulsory Sellers without any obligation to pay interest.

9.23

To the extent that Offerees have not, by the Leaver Completion Date, put the Company in funds to pay the agreed or certified price, the Compulsory Sellers shall be entitled to the return of the stock transfer forms and share certificates for the relevant Leaver’s Shares and the Compulsory Sellers shall have no further rights or obligations under this article 9 in respect of those Leaver’s Shares.

9.24

If a Compulsory Seller fails to deliver stock transfer forms for Leaver’s Shares to the Company by the Leaver Completion Date, the Directors may (and shall, if requested by the Investor Majority) authorise any Director to transfer the Leaver’s Shares on the Compulsory Seller’s behalf to each Offeree to the extent the Offeree has, by the Leaver Completion Date, put the Company in funds to pay the agreed or certified price for the Leaver’s Shares offered to him. The Directors shall then authorise registration of the transfer once appropriate stamp duty has been paid. The defaulting Compulsory Seller shall surrender his share certificate for the Leaver’s Shares to the Company. On surrender, he shall be entitled to the agreed or certified price for the Leaver’s Shares.

9.25

Shares may not be transferred under articles 6 or 8 and may only be transferred under article 5 to a Privileged Relation or trustee of Family Trusts and on condition that for the purpose of determining the number of Relevant Shares with respect to any director or employee to whom the provisions of this article 9 apply any Shares so transferred shall be treated as if they were still held by the relevant director or employee and further on condition that any such Privileged Relation or trustee of Family Trusts shall when notified in writing by the Directors that the compulsory transfer provisions contained in these articles have been triggered, transfer its entire holding of Shares to either the relevant director or employee or any of the Offerees.

9.26

No Sale, Listing (other than of the Company’s Shares) or Deemed Sale shall be completed until the provisions of this article 9 have been fully complied with.

9.27

The provisions of this article 9 shall not in any event apply to Patricia Burke and Edward Reynolds.

10.	COMPULSORY TRANSFERS - GENERAL

10.1

A person entitled to a Share in consequence of the bankruptcy of a Shareholder shall be bound at any time, if and when required in writing by the Directors so to do, to give a notice to the holders of the ‘A’ Shares notifying that it is offering such Share for transfer (“Compulsory Transfer Notice”) and the price per Share shall be the Fair Value for those Shares as calculated in accordance with article 10.3. The provisions of article 6 shall apply mutatis mutandis in respect of such transfer.

10.2

If a Share remains registered in the name of a deceased Shareholder for longer than one year after the date of his death the Directors may require the legal personal representatives to such deceased Shareholder either to effect a transfer of such Shares (including for such purpose an election to be registered in respect thereof) being a transfer in accordance with article 5.3.6 or to show to the satisfaction of the Directors

that a transfer in accordance with article 5.3.6 will be effected up to or promptly upon the completion of the administration of the estate of the deceased member or (failing compliance with either of the foregoing within one month or such longer period as the Directors may allow for the purpose) to give a Compulsory Transfer Notice to the holders of the ‘A’ Shares and the price per Share shall be the Fair Value for those Shares as calculated in accordance with article 10.3. The provisions of article 6 shall apply mutatis mutandis in respect of such transfer.

10.3

In the event that the Valuer is required to determine the price at which Shares are to be transferred pursuant to this article 10, such price shall be the amount the Valuer shall, on the application of the Board (which application shall be made as soon as practicable following the time it becomes apparent that a valuation pursuant to this article 10 is required), certify in writing to be the price which, in its opinion, represents a fair value for such Shares as between a willing seller and a willing buyer as at the date the Compulsory Transfer Notice is given or deemed to be given. In making such determination, the Valuer shall not take any account of whether or not the Sale Shares comprise a majority or a minority interest in the Company. In so certifying, the Valuer shall act as an expert and not as arbitrator and its decision shall be conclusive and binding on the Company and upon all of its holders for the purposes of these Articles. The costs of the Valuer shall be borne by the Company.

10.4

The Company shall:-

(a)

fully co-operate with the Valuer in its carrying out of a valuation pursuant to this article 10;

(b)

comply with all reasonable requests of the Valuer; and

(c)

provide the Valuer with all information requested by the Valuer to enable it to carry out a valuation pursuant to this article 10.

11.	CALLS ON SHARES

11.1

Subject to the terms of allotment, the Directors may make calls upon the Shareholders in respect of any sums whether in respect of nominal value or premium that are unpaid on their Shares and are not payable at fixed times under the said terms of allotment. Each Shareholder shall, subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made, pay to the Company as required by the notice the amount so called on his Shares. A call may be revoked in whole or part before receipt by the Company of any sum due thereunder and payment of a call may be postponed in whole or part as the Directors think fit.

11.2

The holder of a Share at the time a call is due to be paid shall be the person liable to pay the call, and in the case of joint holders they shall be jointly and severally liable.

11.3

If any amount payable in respect of a Share on allotment or at a fixed date, whether in respect of nominal value or premium or as an installment of a call, is not paid, the provisions of these Articles and (in so far as applicable) Table A shall apply as if that amount had become due and payable by virtue of a call.

12.	ISSUE OF SHARES

12.1

Subject to the provisions of the Act and to the prior consent of the Investor Majority in respect of a disposal by the Directors of any unissued shares having been obtained, and to the following provisions of this article 12, all unissued shares shall be at the disposal of the Directors and they may allot, grant rights, options or warrants to subscribe or otherwise dispose of them to such persons, at such times, and on such terms as they think proper.

12.2

All Shares which the Directors propose to issue shall first be offered to the Shareholders in proportion as nearly as may be to the number of existing Shares held by them respectively and at the same price at which the Shares on offer are proposed to be issued. The offer shall be made by notice specifying the number of Shares offered and the price, and limiting a period (not being less than fourteen days) within which the offer, if not accepted in writing, will be deemed to be declined (the “Offer Period”). After the expiration of that period those Shares so deemed to be declined:-

(a)

to the extent that such Shares were declined by Shareholders other than the Investors, shall be offered to each of the Investors in proportion as nearly as may be to the number of existing Shares held by them respectively, and

(b)

to the extent that such Shares were declined by an Investor and to the extent that an Investor declines the further offer made pursuant to article 12.2(a), shall be offered to the other Investor provided that that Investor has accepted all of the Shares offered to it

and any such further offers shall be made on the same terms in the same manner and limited by the same period as in the original offers.

12.3

Any Shares not accepted pursuant to article 12.2 or not capable of being offered except by way of fractions shall for a period of two months thereafter be under the control of the Directors, who may, with the consent of an Investor Majority, allot, grant options over or otherwise dispose of the same to such persons, on such terms, and in such manner as they think fit, provided that, in the case of Shares not accepted, such Shares shall only be allotted or otherwise disposed of on terms which are no more favourable in any respect to the subscribers therefor than the terms on which they were offered to the holders of the Shares and the Directors may not allot, grant options over or otherwise dispose of the Shares after such period of two months without re-offering such Shares in accordance with this article 12.

12.4

Subject to articles 12.2 and 12.3, for the purposes of section 20 of the 1983 Act the Directors are generally and unconditionally authorised to allot relevant securities (within the meaning of the said section 20) up to an aggregate nominal amount of EUR253,755.4808 provided that this authority shall expire after a period of five years from the date of adoption of these Articles. The Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement, notwithstanding that the authority hereby conferred has expired.

12.5

In accordance with section 23(10) of the 1983 Act the application of sub-sections (1), (7) and (8) of section 23 of the 1983 Act is hereby excluded in relation to the allotment of equity securities (as defined by section 23(13) of the 1983 Act).

12.6

Articles 12.2 and 12.3 shall not apply to the issue of any convertible loan notes to the Investor Majority pursuant to any loan note instrument approved by the Company in general meeting.

12.7

Articles 12.2 and 12.3 shall not apply to the issue of any Shares pursuant to the ESOP.

13.	GENERAL MEETINGS

13.1

All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

13.2

The Directors may call General Meetings and, on the requisition of Shareholders pursuant to the provisions of the Act shall forthwith proceed to convene an Extraordinary General Meeting for a date not later than 4 weeks after receipt of the requisition. If there are not within the State sufficient Directors to call a General Meeting, any Director or any Shareholder may call a General Meeting.

14.	NOTICE OF GENERAL MEETINGS

14.1

An Annual General Meeting and an Extraordinary General Meeting called for the passing of a special resolution shall be called by at least 21 clear days’ notice. All other Extraordinary General Meetings shall be called by at least 15 Business Days’ notice but a General Meeting may be called by shorter notice if it is so agreed:

(a)

in the case of an Annual General Meeting, by all the Shareholders entitled to attend and vote thereat; or

(b)

in the case of any other meeting by a majority in number of the Shareholders having a right to attend and vote being a majority together holding not less than 95 per cent. in nominal value of the Shares giving that right.

14.2

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an Annual General Meeting, shall specify the meeting as such.

14.3

Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to all Shareholders, to all persons entitled to a Share in consequence of the death or bankruptcy of a Shareholder and to the Directors and Auditors for the time being of the Company.

14.4

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.

15.	PROCEEDINGS AT GENERAL MEETINGS

15.1

No business shall be transacted at any meeting unless a quorum is present. The quorum shall be three persons (provided that one of those persons shall be Atlas and another of those persons shall be Balderton) entitled to vote upon the business to be transacted, each being a Shareholder or a proxy for a Shareholder or a duly authorised representative of a Shareholder being a corporation, shall be a quorum. If a notice of a meeting of Shareholders has been given and a quorum is not present within half an hour after the time and place of the meeting, such meeting shall be adjourned for the same day in the next week at the same time and in the same place or as near to the same time and in the same place as is practicable and if a quorum of such meeting is not present due to the absence of any of the Investors the quorum at an adjournment of such a meeting shall not require the Investors to be present.

15.2

The Chairman, if any, of the Board of Directors shall preside as Chairman of the Meeting, but if neither the Chairman nor such other Director (if any) be present within 30 minutes after the time appointed for holding the meeting and willing to Act the Directors present shall elect one of their number to be Chairman and, if there is

only one Director present and willing to act he shall be Chairman. If no Director is willing to act as Chairman, or if no Director is present within 30 minutes after the time appointed for holding the meeting, the Shareholders present and entitled to vote shall choose one of their number to be Chairman.

15.3

A Director shall, notwithstanding that he is not a Shareholder, be entitled to attend and speak at any General Meeting and at any separate meeting of the holders of any class of Shares in the Company.

15.4

The Chairman may, with the consent of a 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 business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 14 days or more, at least 7 clear days’ notice shall be given specifying the time and the place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

15.5

A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on declaration of the result of, the show of hands a poll is duly demanded.

Subject to the provisions of the Act a poll may be demanded:

(a)

by the Chairman; or

(b)

by at least one Shareholder having the right to vote at the meeting; or

(c)

by a Shareholder or Shareholders representing not less than one tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

(d)

by a Shareholder or Shareholders holding Shares conferring the right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all the Shares conferring that right;

and a demand by a person as proxy for a Shareholder shall be the same as a demand by the Shareholder.

15.6

Unless a poll is duly demanded a declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

15.7

The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

15.8

A poll shall be taken as the Chairman directs and he may appoint scrutineers (who need not be Shareholders) and fix a time and place for declaring the result of the poll. The result of the poll (unless it was held at an adjourned meeting) shall be deemed to be the resolution of the meeting at which the poll was demanded.

15.9

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall not be entitled to a casting vote in addition to any other vote he may have.

15.10

A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the Chairman directs not being more than 10 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than a question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn with the consent of the Chairman, the meeting shall continue as if the demand had not been made. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 clear days’ notice shall be given specifying the time and place at which the poll is to be taken.

15.11

A resolution in writing signed by all the Shareholders of the Company entitled to receive notice of and to attend and vote at a General Meeting, or by their duly appointed proxies or attorneys, shall be as valid and effectual as if it had been passed at a General Meeting of the Company duly convened and held. Any such resolution may be contained in one document or in several documents in the same terms each signed by one or more of the Shareholders or their proxies or attorneys and signature in the case of a body corporate which is a Shareholder shall be sufficient if made by a Director thereof or by its duly authorised representative.

16.	VOTING AT GENERAL MEETINGS

16.1

Subject to article 16.7, on a show of hands every Shareholder present in person or (if a corporation) present by a representative duly authorised in accordance with the Act who is not also himself a Shareholder entitled to vote, shall have one vote, and on a poll every Shareholder shall have one vote for every Share of which he is the holder.

16.2

No Shareholder shall be entitled to vote at any General Meeting or at any separate meeting of the holders of any class unless all calls or other sums presently payable by him in respect of Shares of the Company have been paid.

16.3

On a poll votes may be given either personally or by proxy.

16.4

An instrument appointing a proxy shall be in writing executed by or on behalf of the appointor (if a corporation, under the hand of a duly authorised officer of the corporation) and shall be in such form as the Directors may determine or, failing such determination, in any usual form.

16.5

The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may:

(a)

be deposited at the registered office, or at such other place within the State as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting, not later than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b)

in the case of a poll taken more than 48 hours after it is demanded, be deposited 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

(c)

where the 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 or to the Secretary or to any Director;

and an instrument of proxy which is not deposited or delivered in the manner so permitted shall be invalid.

16.6

In the case of joint holders 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; and seniority shall be determined by the order in which the names of the holders stand in the Register of Shareholders.

16.7

If at a General Meeting a resolution is proposed for the removal from office of any Investor Director, and the Investor who appointed that Investor Director shall vote on a poll against such resolution and the total number of votes cast against such resolution would (in the absence of this article 16.7) be insufficient to prevent it being passed by the Company in General Meeting then that Investor shall, in relation to that resolution, carry such number of votes in respect of its holding of ‘A’ Shares as is equivalent to 51 per cent of the total number of votes (including those conferred pursuant to article 16.7) cast on the poll.

17.	NUMBER OF DIRECTORS

17.1

The number of Directors shall not be less than two and not more than five. The Directors shall not retire by rotation.

17.2

For so long as Balderton (together with its Permitted Transferees) holds not less than the Investor Minimum Percentage, it shall be entitled:-

(a)

to appoint one person as a Director and to remove from office any person so appointed and to appoint another person in his place. Each such appointee shall have the right to be appointed as a non-executive director of each subsidiary of the Company and to be appointed to (i) any committee or sub-committee of or established by the Board (or any committee thereof) and (ii) any committee or sub-committee of or established by the board of directors of any subsidiary. If Balderton (together with its Permitted Transferees) ceases to hold the Investor Minimum Percentage it shall forthwith upon so ceasing procure that the person nominated by it pursuant to this Clause shall resign without any claim against the Company; and

(b)

to nominate an observer to attend board meetings of the Company or any member of the Group. Any such observer shall not be entitled to vote at any such meeting.

17.3

For so long as Atlas (together with its Permitted Transferees) holds not less than the Investor Minimum Percentage, Atlas VI shall be entitled:-

(a)

to appoint one person as a Director and to remove from office any person so appointed and to appoint another person in his place. Each such appointee shall have the right to be appointed as a non-executive director of each subsidiary of the Company and to be appointed to (i) any committee or sub-committee of or established by the Board (or any committee thereof) and (ii) any committee or sub-committee of or established by the board of directors of any subsidiary. If Atlas (together with its Permitted Transferees) ceases to hold the Investor Minimum Percentage it shall forthwith upon so ceasing procure that the person nominated by Atlas VI pursuant to this Clause shall resign without any claim against the Company; and

(b)

to nominate an observer to attend board meetings of the Company or any member of the Group. Any such observer shall not be entitled to vote at any such meeting.

17.4

Each Investor Director shall hold office subject to article 21 and may at any time be removed from office by the Investor which appointed him or her.

17.5

Any such appointment, replacement or removal of an Investor Director shall be made in writing by the relevant Investor and shall take effect on and from the date on which notice in writing thereof is lodged at the registered office for the time being of the Company or delivered to the Secretary or to a meeting of the Directors.

17.6

Notwithstanding any provision of these Articles, each Investor Director shall be entitled to appoint any person to be an alternate director, shall not be required to hold any share qualification, shall not be subject to retirement by rotation and shall not be removed except by the Investor which nominated him.

17.7

The Board shall be entitled, subject to the prior consent of the Investor Majority from time to time to appoint, remove and replace the chief executive officer of the Company. The person holding office as chief executive office of the Company from time to time shall also be a Director of the Company for so long as he remains as Chief Executive Officer of the Company and so that upon any Chief Executive Officer being removed from that office that person shall also be deemed to have been removed from the office of Director. Any such appointment, replacement or removal of the chief executive officer by the Board, with the prior consent of the Investor Majority, shall take effect on and from the date on which notice in writing of the Board’s decision is lodged at the registered office for the time being of the Company or delivered to the Secretary or to a meeting of the Directors. The person appointed as a Director pursuant to this article shall hold office subject to this article and article 21.

17.8

No Director shall be required to vacate his office as a Director nor shall any person be ineligible for appointment as a Director by reason of his having attained any particular age.

18.	ALTERNATE DIRECTORS

18.1

Each Director shall have power by writing under his hand to nominate either another Director or any other person willing to act as his alternate Director, and at his discretion to remove such alternate Director by notice in writing to the Company. An alternate Director shall have the same entitlement as his appointor to receive notices of meetings of the Directors and to attend, vote and be counted for the purpose of a quorum at any meeting at which his appointor is not personally present, and generally in the absence of his appointor at such meeting to exercise and discharge all the functions, powers and duties of his appointor.

18.2

Save as otherwise provided in these Articles an alternate Director shall during his appointment be deemed to be a Director for the purposes of these Articles, shall not be deemed to be an agent of his appointor, shall alone be responsible to the Company for his own acts or defaults and shall be entitled to be indemnified by the Company to the same extent as if he were a Director.

18.3

An alternate Director shall not in respect of his office of alternate Director be entitled to receive any remuneration from the Company nor to appoint another person as his alternate. The appointment of an alternate Director shall ipso facto determine if his appointor ceases for any reason to be a Director or on the happening of an event which, if he were a Director, would cause him to vacate the office of Director, or if by written notice to the Company he shall resign such appointment.

19.	POWERS OF DIRECTORS

19.1

Subject to the provisions of the Act the Memorandum and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.

19.2

The Directors may, by power of attorney 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.

19.3

The Directors 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 (including Directors and other officers) who are or were at any time in the employment or service of the Company, or of any company which is or was a subsidiary of the Company or allied to or associated with the Company or any such subsidiary, or of any of the predecessors in business of the Company or of any such other company as aforesaid, and the spouses, widows, widowers, families and dependants of any such persons, and make payments to, for or towards the insurance of or provide benefits otherwise for any such persons as aforesaid.

19.4

The Directors may without any limitation as to amount exercise all the powers of the Company to borrow or raise money, and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and, subject to section 20 of the 1983 Act and to the prior consent of the Investor Majority may exercise all powers of the Company, to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.

20.	DELEGATION OF DIRECTORS’ POWERS

The Directors may delegate any of their powers to any committee consisting of two or more Directors, one of whom must be an Investor Director. They may also delegate to any Managing Director, CEO, or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Directors may impose and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with three or more members shall be governed by the Articles regulating the proceedings of Directors so far as they are capable of applying.

21.	DISQUALIFICATION AND REMOVAL OF DIRECTORS

The office of a Director shall be vacated in any of the following events namely:

21.1

if he resigns his office by notice in writing to the Company;

21.2

if he becomes bankrupt or makes any arrangement or composition with his creditors generally;

21.3

if he is, or becomes, of unsound mind;

21.4

if he becomes prohibited by law from being a Director.

22.	DIRECTORS’ APPOINTMENTS AND INTERESTS

22.1

Subject to Article 17 and the Agreement, the Directors shall have power (with the consent of the Investor Majority) 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, and to remove any person so appointed.

22.2

Subject to the consent of the Investor Majority, the remuneration of a Managing Director or CEO or any Director who may be appointed to any other office in the management, administration or conduct of the business of the Company shall from time to time (subject to the provisions of any agreement between him and the Company) be fixed by the Directors, and may be by way of fixed salary, or commission on the dividends, profits, sales or turnover of the Company, or of any other company in which the Company is interested, or other participation in any such profits, or by way of or provision for a pension or pensions for himself or his dependants, or by all or any of these modes, and (subject as aforesaid) the remuneration so fixed shall be additional to any ordinary remuneration to which he may entitled as a Director of the Company.

22.3

Subject to the provisions of the Act and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:

(a)

may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

(b)

may be a Director or other officer of or employed by or a party to any transaction or arrangement with or otherwise interested in any body corporate promoted by the Company or in which the Company is otherwise interested; and

(c)

shall not, by reason of his office, be accountable to the Company for any benefit which he derived from any such office or employment or from any such transaction or arrangement or from any interest in such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

22.4

For the purposes of article 22.2:

(a)

a general notice given to the Directors 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

(b)

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 his.

23.	PROCEEDINGS OF DIRECTORS

23.1

Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall not have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

23.2

Subject to article 23.3 notice of every meeting of the Directors shall be given to every Director and to his alternate (if any) and the non-receipt of notice by any Director or alternate Director shall invalidate the proceedings of the Directors unless such Director confirms in writing that the meeting may proceed. Unless all the Directors indicate their willingness to accept shorter notice of a meeting of Directors at least 15 Business Days’ notice save in the case of emergency shall be given of the time place and purpose of the meeting. Every notice of a meeting of the Directors required to be given under these Articles shall be in writing and may be served personally or sent by prepaid letter post or facsimile to the address for the time being supplied for the purpose to the Secretary and shall be accompanied by an agenda specifying the business to be transacted. In the case of an emergency a notice period of less than 15 Business Days is permitted on the basis that before such emergency meeting is held a telephonic conference call shall be attempted with any Director not present at such meeting and in respect of whom no apology for non-attendance at such meeting has been received. Not fewer than 12 fixed meetings of the Board shall take place in each financial year of the Company on such dates as the Board shall agree prior to the start of each financial year of the Company subject to those meetings being held on a monthly basis.

23.3

Any Director resident outside or for the time being absent from the State shall be entitled to be given reasonable notice of meetings of the Directors to such address if any (whether inside or outside the State) as the Director may from time to time notify to the Company. Every notice of meeting referred to in article 23.2 shall be sent to the Director resident outside the State by pre paid letter by post or facsimile to the address or number for the time being supplied for the purpose to the Company.

23.4

The quorum necessary for the transaction of the business of the Directors shall be three persons, two of whom shall be Investor Directors, each of whom shall be present in person or represented by an alternate. An alternate Director who is not himself a Director may, if his appointor is not present, be counted towards the quorum. If a notice of meeting has been given and a quorum is not present within 30 minutes following the time of the meeting, such meeting shall be adjourned for the same day in the next week at the same time and in the same place or as near to the same time and in the same place as is practicable. If within 30 minutes following the time at which such meeting has been reconvened, a quorum is not present, the Directors present at the expiry of such 30 minute period shall constitute a valid quorum of the Board on that occasion.

23.5

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 the number fixed as the quorum, they or he may act only for the purpose of calling a general meeting PROVIDED THAT if the only other remaining Director has become a Leaver (pursuant to the provisions of article 9) then the sole continuing Director may act alone.

23.6

All or any of the members of the Board or any committee of the Board may participate in a meeting of the Board or that committee by means of a telephonic conference or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is not such group, where the chairman of the meeting then is.

23.7

All acts done by a meeting of Directors, or of a committee of Directors, or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any of them were disqualified from holding office, 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 and had been entitled to vote.

23.8

A resolution in writing signed or approved by letter, facsimile or e-mail by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the same terms each signed by one or more Directors; but a resolution signed by an alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity.

23.9

A Director who is in any way either directly or indirectly interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with Section 194 of the Act. Subject to such disclosure, a Director shall be entitled to vote in respect of any contract or arrangement in which he is interested and if he shall do so his vote shall be counted and he may be taken into account in ascertaining whether a quorum is present.

23.10

A Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.

24.	DIVIDENDS

24.1

The following sentence shall be added to the end of Regulation 120 of Part 1 of Table A:

“The person entitled to any dividend shall be the holder (as defined in Part I of Table A) of the Share upon such date as may be determined by the resolution declaring the dividend (or in the case of any interim dividend, determined by the Directors) in respect of that Share.”

24.2

No dividends shall be declared or made without the prior written consent of the Investor Majority.

25.	NOTICES

25.1

A notice may be given by the Company to any Shareholder either personally or by sending it by pre-paid post or facsimile to his registered address or to any other address supplied by him to the Company for the giving of notice to him, but in the absence of such address the Shareholder shall not be entitled to receive from the Company notice of any meeting. A properly addressed and pre-paid notice sent by

post shall be deemed to have been given, in the case of a meeting, upon the day following that on which the notice is posted and, in the case of notice of any other matter, at the time at which the notice would be delivered in the ordinary course of post. A Shareholder giving to the Company an address outside the State shall be entitled to receive all notices by air mail (at the Company’s option) or facsimile. A properly addressed and pre-paid notice by airmail shall be deemed to have been given at the expiry of 4 days from the date of posting.

25.2

A notice given by facsimile shall be deemed to have been given at the same time as it is transmitted.

25.3

In the case of joint holders of a Share, all notices shall be given to the joint holder whose name stands first in the Register of Shareholders in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

25.4

Except as otherwise provided herein, all notices to be given pursuant to these Articles shall be in writing.

26.	CAPITALISATION

Regulations 130 and 130A of Part I of Table A shall be construed as if the references therein to ‘the company in general meeting’ were replaced by the words “the company by special resolution”.

27.	INDEMNITY

In addition to the indemnity contained in Regulation 138 of Part I of Table A and subject to the provisions of Section 200 of the Act every Director, agent, Auditor, Secretary and other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities costs and expenses incurred by him in or about the execution and discharge of the duties of his office save as to the extent such losses or liabilities costs and expenses are directly attributable to the negligence, default, breach of duty or breach of trust by him in such execution or discharge.

EX-3.2 4 d451503dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

Companies Acts, 1963 to 2013

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

GLOBOFORCE GROUP PUBLIC LIMITED COMPANY

Incorporated 3 October 2013

Arthur Cox

Arthur Cox Building

Earlsfort Terrace

Dublin 2

Cert. No. 533586

Companies Acts, 1963 to 2013

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

-of-

GLOBOFORCE GROUP PUBLIC LIMITED COMPANY

1.	The name of the Company is Globoforce Group public limited company.

2.	The Company is to be a public limited company.

3.	The objects for which the Company is established are:

(i)

To carry on the business internationally as sale specialists and consultants, business advisors, marketers, advertising and public relation consultants and contractors.

(ii)

To issue on such terms as the company shall think fit trading gift vouchers to retail traders and others in one country and to redeem such gift vouchers for customers of the retail traders and others to whom the same may have been issued by exchanging such gift vouchers in any other country worldwide for household, domestic and personal items or articles whether manufactured or not, on such terms and conditions as the company may from time to time determine.

(iii)

To carry on business as developers of the globogift voucher on the internet and other on-line services, to provide training and marketing services and data processing to any company, corporation, person or body and to act generally as contracts and consultants in all matters relating to the application or operation of computer systems, computers and word processors or computer based systems.

(iv)

To acquire the entire issued share capital of Globoforce Limited, a private limited company incorporated under the laws of Ireland.

(a)

To acquire and hold controlling and other interests in the share or loan capital of any company or companies.

(b)

To import, export, buy, sell, barter, exchange, take on lease, hire or otherwise acquire, alter, treat, process, dispose of, let on lease or hire or otherwise deal in turn and account as may seem to be desirable, goods, equipment, machinery, plant, merchandise and wares of every and any description.

(c)

To acquire, improve, manage, work, develop, exercise all rights in respect of, lease, mortgage, sell, dispose of, turn to account and otherwise deal with property of all kinds, and in particular lands, buildings, concessions and patents.

(d)

To carry on the businesses of a holding, investment, estate and trust company and to raise money on such terms and conditions as may be thought desirable, and invest the amount thereof in or upon or otherwise acquire and hold shares, stocks, debentures, debenture stocks, bonds mortgages, obligations and securities of any kind issued or guaranteed by any public or private company, corporation or undertaking of whatever nature wherever situated or carrying on business, and shares, stocks, debentures, debenture stocks, bonds, obligations and other securities of Ireland or any other government or authority supreme, municipal, local or otherwise in any part of the world.

(e)

To perform any duty or duties imposed on the Company by or under any enactment and, to exercise any power conferred on the Company by or under any enactment.

(f)

To incorporate or cause to be incorporated any one or more subsidiaries of the Company (within the meaning of section 155 of the Companies Act, 1963 or any successor legislation) for the purpose of carrying on any business.

(g)

To acquire and undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which the Company is authorised to carry on.

(h)

To apply for, purchase or otherwise acquire any patents, trade markets, brevets d’invention, licences, concessions and the like conferring any rights of any sort to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

(i)

To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

(j)

To purchase or otherwise acquire shares and securities of the Company or any company and to sell, hold, re-issue or otherwise deal with the same.

(k)

To enter into any arrangements with any Governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Company’s objects or any of them and to obtain from any such Government or authority any rights, privileges and concessions which the company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

(l)

To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit directors and ex-directors, employees or ex-employees of the Company or the dependents or connections of such persons and (without prejudice to the generality of the foregoing) to grant gratuities, pensions or allowances on retirement or death to or in respect of

any such persons and including the establishment of share option schemes, enabling employees of the Company or other persons aforesaid to become shareholders in the Company, or otherwise to participate in the profits of the Company upon such terms and in such manner as the Company thinks fit, and to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object, or any other object whatsoever which the Company may think advisable.

(m)

To establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the benefit of the Company’s employees and to lend or otherwise provide money to the trustees of such schemes or the Company’s employees or the employees of any of its subsidiary or associated companies to enable them to purchase shares of the Company.

(n)

To establish any scheme or otherwise to provide for the purchase by or on behalf of customers of the Company of shares in the Company.

(o)

To promote any company or companies for the purpose of acquiring all or any of the assets and liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company.

(p)

Generally to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business.

(q)

To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, letting on building leases or building agreements and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

(r)

To construct, maintain and alter any building or works necessary or convenient for any of the purposes of the Company.

(s)

To invest and deal with the monies of the Company not immediately required in such manner as may from time to time be determined.

(t)

To lend and advance money or give credit to such persons or companies whether with or without security and on such terms as may seem expedient, and in particular to customers and others having dealings with the Company; and to give guarantees or become security for any liabilities or obligations (present or future) of any persons or companies and generally to give any guarantees, indemnities and security on such terms and conditions as the Company may think fit.

(u)

To borrow or raise or secure the payment of money (including money in a currency other than the currency of the State) in such manner as the Company shall think fit and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, including its uncalled capital and to purchase, redeem or pay off any such securities.

(v)

To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence.

(w)

To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any security (including any security denominated or repayable in a currency other than the currency of the State) of any person firm or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company or subsidiary as defined by Section 155 of the Companies Act, 1963 (or any successor legislation) or another subsidiary as defined by the said Section of the Company’s holding company or otherwise associated with the Company in business.

(x)

To engage in currency exchange, interest rate and/or commodity or index linked transactions (whether in connection with or incidental to any other contract, undertaking or business entered into or carried on by the Company or whether as an independent object or activity) including, but not limited to, dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars, commodity or index linked swaps and any other foreign exchange, interest rate or commodity or index linked arrangements and such other instruments as are similar to or derive from any of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other purpose and to enter into any contract for and to exercise and enforce all rights and powers conferred by or incidental, directly or indirectly, to such transactions or termination of any such transactions.

(y)

To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital or any debentures, debenture stock or other securities of the Company or in or about the formation or promotion of the Company or the conduct of its business.

(z)

To accept stock or shares in or debentures, mortgages or securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company, whether such shares shall be wholly or partly paid up.

(aa)

To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

(bb)

To undertake and execute any trusts the undertaking whereof may seem desirable and either gratuitously or otherwise.

(cc)

To pay all costs, charges and expenses incurred or sustained in or about the promotion or establishment of the Company or which the Company shall consider to be preliminary thereto and to issue shares as fully or in part paid up, and to pay out of the funds of the Company all brokerage.

(dd)

To enter into and carry into effect any arrangement for joint working in business or for sharing in profits or for amalgamation with any other company or association or any partnership or person carrying on any business within the objects of the Company.

(ee)

To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit, and including for shares, debentures or securities of any other company having objects altogether or in part similar to those of the Company.

(ff)

To make or receive gifts by way of capital contribution or otherwise.

(gg)

To adopt such means of making known the products and services of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations.

(hh)

To obtain any enactment for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company’s constitution or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

(ii)

To procure the Company to be registered or recognised in any country or place.

(jj)

To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any of the property and rights of the Company.

(kk)

To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, to join any lawful federation, union or association or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of or interference with the Company’s or any other trade or business or providing or safeguarding against the same, or resisting or opposing any strike, movement or organisation, which may be thought detrimental to the interests of the Company or its employees and to subscribe to any association or fund for any such purposes.

(ll)

To grant bonuses to any person or persons who are or have been in the employment of the Company.

(mm)

To grant, convey, transfer or otherwise dispose of any property or asset of the Company of whatever nature or tenure for such price, consideration, sum or other return whether equal to or less than the market value thereof and whether by way of the gift or otherwise the Directors shall deem fit and to grant any fee farm grant or lease or to enter into any agreement for letting or hire of any such property or assets for a rent or return equal to or less than the market or rack rent thereof or at no rent and subject to or free from covenants and restrictions as the Directors shall deem appropriate.

(nn)

To carry on all or any of the businesses aforesaid either as a separate business or as the principal business of the Company, and to carry on any other business (whether manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in connection with the above objects or calculated directly or indirectly to enhance the value of or render more profitable any of the company’s property or rights.

(oo)

To do all or any of the above things in any part of the world and as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.

(pp)

To distribute any of the property of the Company in specie among the members.

(qq)

To do anything which appears to the Company to be requisite, advantageous or incidental to, or which appears to the Company to facilitate, either directly or indirectly, the attainment of the above objects or any of them.

The objects set forth in any sub-clause of this clause shall be regarded as independent objects and shall not, except, where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the Company. None of such sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of this clause, but the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world notwithstanding that the business, property or acts proposed to be transacted, acquired or performed do not fall within the objects of the first sub-clause of the this clause.

NOTE:

It is hereby declared that the word “Company” in this clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere.

4.	The liability of the members is limited.

The share capital of the Company is €40,000 divided into 40,000 Deferred Shares of €1.00 each (the “Deferred Shares”) and US$2,250,000 divided into 200,000,000 Ordinary Shares of US$0.01 each (the “Ordinary Shares”) and 25,000,000 Preferred Shares of US$0.01 each (the “Preferred Shares”).

The shares forming the capital, increased or reduced, may be increased or reduced and be divided into such classes and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend, capital, voting or other special incidents, and be held upon such terms as may be attached thereto or as may from time to time be provided by the original or any substituted or amended articles of association and regulations of the Company for the time being, but so that where shares are issued with any preferential or special rights attached thereto such rights shall not be alterable otherwise than pursuant to the provisions of the Company’s articles of association for the time being.

WE, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a Company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.


Names, addresses and description of subscribers		Number of shares taken by each subscriber
For and on behalf of		Thirty nine thousand nine hundred
Enceladus Holding Limited		and ninety four Ordinary Shares
Arthur Cox Building
Earlsfort Terrace
Dublin 2

For and on behalf of		One Ordinary Share
Arthur Cox Trust Services Limited
Arthur Cox Building
Earlsfort Terrace
Dublin 2

For and on behalf of		One Ordinary Share
AC Administration Services Limited
Arthur Cox Building
Earlsfort Terrace
Dublin 2

For and on behalf of		One Ordinary Share
Arthur Cox Nominees Limited
Arthur Cox Building
Earlsfort Terrace
Dublin 2

For and on behalf of		One Ordinary Share
Arthur Cox Registrars Limited
Arthur Cox Building
Earlsfort Terrace
Dublin 2

For and on behalf of		One Ordinary Share
DIJR Nominees Limited
Arthur Cox Building
Earlsfort Terrace
Dublin 2

For and on behalf of		One Ordinary Share
Fand Limited
Arthur Cox Building
Earlsfort Terrace
Dublin 2

Dated 1 October 2013



Witness to the above signatures:		James Heary
		Arthur Cox Building
		Earlsfort Terrace, Dublin 2.

Cert. No. 533586

Companies Acts, 1963 to 2013

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

GLOBOFORCE GROUP PUBLIC LIMITED COMPANY

CONTENTS


1	Interpretation	1
2	Share capital	5
3	Rights of shares on issue	6
4	Redeemable shares	6
5	Variation of rights	6
6	Trusts not recognised	7
7	Disclosure of interests	7
8	Allotment of shares	9
9	Payment of commission	11
10	Payment by instalments	11
11	Preferred Shares	11
12	Issue of certificates	12
13	Replacement of certificates	13
14	Extent of lien	13
15	Power of sale	13
16	Power to effect transfer	13
17	Proceeds of sale	13
18	Liability on Shares	13
19	Making of calls	15
20	Time of call	15
21	Liability of joint Holders	15
22	Interest on calls	15
23	Instalments treated as calls	15
24	Power to differentiate	15
25	Interest on moneys advanced	15
26	Notice requiring payment	16
27	Power of disposal	16
28	Effect of forfeiture	16
29	Statutory declaration	17
30	Payment of sums due on share issues	17
31	Surrender of shares	17
32	Conversion of shares into stock	17
33	Transfer of stock	17
34	Rights of stockholders	17
35	Form of instrument of transfer	18
36	Execution of instrument of transfer	18
37	Refusal to register transfers	19
38	Procedure on refusal	19
39	Closing of transfer books	19
40	Absence of registration fees	19
41	Retention of transfer instruments	20
42	Renunciation of allotment	20
43	Death of a member	20
44	Transmission on death or bankruptcy	20
45	Rights before registration	20
46	Increase of capital	20
47	Consolidation, sub-division and cancellation of capital	21


48	Fractions on consolidation	21
49	Purchase of own shares	21
50	Reduction of capital	22
51	General Meetings outside the State	22
52	Annual general meetings	22
53	Extraordinary general meetings	22
54	Convening general meetings	22
55	Class meetings	22
56	Notice of general meetings	23
57	Quorum for general meetings	23
58	Special business	24
59	Chairman of general meetings	24
60	Directors’ and Auditors’ right to attend general meetings	24
61	Adjournment of general meetings	24
62	Determination of resolutions	24
63	Entitlement to demand poll	25
64	Taking of a poll	25
65	Votes of members	25
66	Chairman’s casting vote	25
67	Voting by joint Holders	26
68	Voting by incapacitated Holders	26
69	Default in payment of calls	26
70	Restriction of voting rights	26
71	Time for objection to voting	27
72	Appointment of proxy	27
73	Bodies corporate acting by representatives at meetings	28
74	Receipt of proxy appointment	28
75	Effect of proxy appointment	29
76	Effect of revocation of proxy or of authorisation	29
77	Number of Directors	29
78	Share qualification	29
79	Ordinary remuneration of Directors	29
80	Special remuneration of Directors	29
81	Expenses of Directors	30
82	Alternate Directors	30
83	Directors’ powers	30
84	Power to delegate	31
85	Appointment of attorneys	31
86	Local management	31
87	Borrowing powers	31
88	Execution of negotiable instruments	32
89	Appointment of Directors	32
90	Nomination of Directors	33
91	Disqualification of Directors	35
92	Removal of Directors	35
93	Executive offices	36
94	Directors’ interests	36
95	Restriction on Directors’ voting	37
96	Entitlement to grant pensions	39
97	Convening and regulation of Directors’ meetings	39


98	Quorum for Directors’ meetings	40
99	Voting at Directors’ meetings	40
100	Telecommunication meetings	40
101	Chairman of the board of Directors	40
102	Validity of acts of Directors	40
103	Directors’ resolutions or other documents in writing	41
104	Appointment of secretary	41
105	Use of Seal	41
106	Seal for use abroad	41
107	Signature of sealed instruments	41
108	Declaration of dividends	42
109	Interim and fixed dividends	42
110	Payment of dividends	42
111	Deductions from dividends	43
112	Dividends in specie	43
113	Dividend payment mechanism	43
114	Dividends not to bear interest	44
115	Payment to Holders on a particular date	44
116	Unclaimed dividends	44
117	Reserves	44
118	Accounts	44
119	Capitalisation of distributable profits and reserves	46
120	Capitalisation of non-distributable profits and reserves	47
121	Implementation of capitalisation issues	48
123	Notices in writing	48
123	Service of notices	48
124	Service on joint Holders	50
125	Service on transfer or transmission of shares	50
126	Signature to notices	50
127	Deemed receipt of notices	50
128	Distribution on winding up	50
129	Sale by a liquidator	51
130	Distribution in specie	51
131	Minutes of meetings	51
132	Inspection and secrecy	52
133	Closing Register of Holders or Fixing Record Date	52
134	Destruction of records	53
135	Untraced shareholders	53
136	Indemnity	54

PART I – PRELIMINARY

1.	Interpretation

(a)

The regulations contained in Table A in the first schedule to the Companies Act, 1963 shall not apply to the Company.

(b)

In these Articles the following expressions shall have the following meanings:


“1963 Act”		the Companies Act, 1963;

“1983 Act”		the Companies (Amendment) Act, 1983;

“1996 Regulations”		the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996, S.I. No. 68 of 1996, including any modification thereof or any regulations in substitution thereof made under Section 239 of the 1990 Act and for the time being in force;

“1990 Act”		the Companies Act, 1990;

“Acts”		the Companies Acts 1963 to 2005 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009 and the Companies (Amendment) Act 2012, all enactments which are to be read as one with, or construed or read together as one with, the Companies Acts and every statutory modification and re-enactment thereof for the time being in force

“address”		includes any number or address used for the purposes of communication by way of electronic mail or other electronic communication;

“advanced electronic signature”		the meaning given to that expression in the Electronic Commerce Act, 2000;

“Affiliate”		of any person means any other person that directly or indirectly controls, is controlled by, or is under common control with, such person;

“Approved Nominee”		means a person appointed under contractual arrangements with the Company to hold Shares or rights or interests in Shares on a nominee basis including, without limitation, in connection with the provision of depository, system operator and/or book-entry transfer services;

“Articles”		these articles of association as from time to time and for the time being in force;

“Auditors”		the auditors for the time being of the Company;

“Clear Days”		in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;



“Company”		means the company whose name appears in the heading to these Articles;

“Covered Arrangement”		means, with respect to any person and as of any date, any agreement, arrangement or understanding (including any swaps or other derivative or short positions, profit interests, options, hedging transactions and securities lending or borrowing arrangement) to which such person or its Affiliates is, directly or indirectly, a part as of such date (A) with respect to shares of the Company or (B) the effect or intent of which is to mitigate loss to, manage the potential risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such person or any of its Affiliates with respect to securities of the Company or which may have payments based in whole or in part, directly or indirectly, on the value (or change in value) or any securities of the Company (other than, in each such case interests in investment companies registered under the Investment Company Act of 1940 of the United States of America);

“Deferred Shares”		means deferred shares of €1.00 each in the capital of the Company having the rights and privileges and subject to the restrictions set out in these Articles;

“Directors” or “Board”		means the directors from time to time and for the time being of the Company or the directors present at a meeting of the board of directors and includes any person occupying the position of director by whatever name;

“dividend”		includes interim dividends and bonus dividends;

“electronic communication”		the meaning given to that word in the Electronic Commerce Act, 2000;

“electronic signature”		the meaning given to that word in the Electronic Commerce Act, 2000;

“euro” or “EUR” or”€”		the currency of Ireland or if applicable, any successor currency used by the majority of the Member States of the European Union;

“Exchange”		means any securities exchange or other system on which the Shares of the Company may be listed or otherwise authorised for trading from time to time;



“Exchange Act”		means the Securities Exchange Act of 1934 of the United States of America;

“Group”		the Company and its subsidiaries from time to time and for the time being;

“Holder”		in relation to any share, the member whose name is entered in the Register as the holder of the share or, where the context permits, the members whose names are entered in the Register as the joint holders of shares;

“Listing”		means the admission of any of the Ordinary Shares or depository receipts representing Shares, or any shares of any holding company or subsidiary of the Company, to the Official List of the UK Listing Authority and/or to trading on the London Stock Exchange plc’s market for listed securities; or the admission to trading of such shares on the Alternative Investment Market of the London Stock Exchange plc (or any other market regulated by the London Stock Exchange plc); or the listing or quotation of any such shares (or in the case of the New York Stock Exchange the listing or quotation of depository receipts representing such shares) on any other stock exchange or regulated securities market (including the New York Stock Exchange, NASDAQ and NASDAQ Europe); or the offering to the public in any jurisdiction of any such shares for sale or subscription;

“Office”		the registered office for the time being of the Company;

“Ordinary Resolution”		means an ordinary resolution of the Company’s shareholders within the meaning of Section 141 of the Act;

“Ordinary Shares”		Ordinary Shares of US$0.01 each in the capital of the Company having the rights and privileges and subject to the restrictions set out in these Articles;

“paid up”		means paid-up as to the nominal value and any premium payable in respect of the issue of any Shares and includes credited as paid-up;

“Preferred Shares”		means Preferred Shares of US$0.01 each in the capital of the Company having the rights and privileges and subject to the restrictions set out in these Articles;

“properly authenticated dematerialised instruction”		the meaning given in the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (SI No. 68/1996);

“qualified certificate”		the meaning given to that word in the Electronic Commerce Act, 2000;



“Redeemable Shares”		means redeemable shares in accordance with section 206 of the 1990 Act;

“Register”		the register of members to be kept by the Company as required by the Acts;

“registered office”		means the registered office of the time being of the Company;

“relevant system”		the meaning given in the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (SI No. 68/1996);

“Seal”		the common seal of the Company or (where relevant) the official securities seal kept by the Company pursuant to the Acts;

“Secretary”		the Secretary of the Company and any person appointed to perform the duties of the Secretary of the Company;

“Section 81 Notice”		notice issued in accordance with section 81 of the Companies Act 1990;

“Share or share”		means in relation to any share, unless specified otherwise or the context otherwise requires, any share in the capital of the Company;

“State”		Ireland;

“treasury shares”		shares in the Company which have been redeemed or purchased by the Company, as are being held by the Company, as treasury shares in accordance with Part XI of the 1990 Act;

“US$” or “$”		means United States dollars, the currency of the United States of America;

“warrants to subscribe”		a warrant or certificate or similar document indicating the right of the registered holder thereof (other than under a share option scheme for employees) to subscribe for shares in the Company.

(c)

Expressions in these Articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes or representing or reproducing words in a visible form except as provided in these Articles and/or where it constitutes writing in electronic form sent to the Company, the Company has agreed to its receipt in such form. Expressions in these Articles referring to execution of any document shall include any mode of execution whether under seal or under hand or any mode of electronic signature as shall be approved by the Directors. Expressions in these Articles referring to receipt of any electronic communications shall, unless the contrary intention appears, be limited to receipt in such manner as the Company has approved.

(d)

Unless the contrary intention appears, the use of the word “address” in these Articles in relation to electronic communications includes any number or address used for the purpose of such communications.

(e)

Unless specifically defined herein or the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Acts but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

(f)

The headings and captions included in these Articles are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Articles.

(g)

A reference to a statute or statutory provision shall be construed as a reference to the laws of Ireland unless otherwise specified and includes:

(i)

any subordinate legislation made under it including all regulations, by-laws, orders and codes made thereunder;

(ii)

any repealed statute or statutory provision which it re-enacts (with or without modification); and

(iii)

any statute or statutory provision which modifies, consolidates, re- enacts or supersedes it.

(h)

In these Articles the masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies.

(i)

Reference herein to a share (or to a holding of shares) being in uncertificated form are references to that share being an uncertificated unit of a security.

PART II – SHARE CAPITAL AND RIGHTS

2.	Share capital

(a)

The share capital of the Company is €40,000 divided into 40,000 Deferred Shares of €1.00 each and US$2,250,000 divided into 200,000,000 US$ Ordinary Shares of US$0.01 each and 25,000,000 Preferred Shares of US$0.01 each.

(b)

The Deferred Shares shall have the rights and privileges and be subject to the restrictions set out in this Article 2(b).

(i)

the Deferred Shares are non-voting shares and do not convey upon the holder the right to be paid a dividend or to receive notice of or to attend, vote or speak at a general meeting;

(ii)

the Deferred Shares confer the right on a return of capital, on a winding-up or otherwise, only to the repayment of the nominal value paid up on the Deferred Shares after repayment of the nominal value of the Ordinary Shares;

(iii)

each Deferred Share in issue may, subject to the provisions of the Acts, be purchased by the Company for nil consideration or such other consideration as the Board may determine but with respect to the holders of the Deferred Shares held immediately prior to a Listing not before all of the holders of the Deferred Shares, in accordance with Article 119, have been allotted fully paid bonus US$ Ordinary Shares in the Company which are proportionate (as nearly as may be) to the respective number of Deferred Shares held by them;

(iv)

any Director of the Company (the “Agent”) is appointed, the attorney of the holder of a Deferred Share, with an irrevocable instruction to the Agent to execute all or any forms of transfer and/or renunciation and/or other documents in the Agent’s discretion in relation to the Deferred Shares in favour of the Company or as it may direct and to deliver such forms of transfer and/or renunciation and/or other documents together with any certificate(s) and/or other documents for registration on the occurrence of, or prior to, a Listing and to do all such other acts and things as may in the reasonable opinion of the Agent be necessary or expedient for the purpose of, or in connection with, the purchase by the Company of the Deferred Shares for nil consideration or such other consideration as the Board may determine and to vest the said Deferred Shares in the Company;

(v)

In the event that the issued share capital of the Company falls, or if the Board so shall determines is likely to fall, below the minimum statutory requirement pursuant to the Acts, the Directors are authorised to issue such number of Deferred Shares as may be required to maintain the minimum statutory requirement to such number of nominees as may be required to ensure compliance with the Acts with such Deferred Shares to be held by such nominees on behalf of the Holders.

3.	Rights of shares on issue

Without prejudice to any special rights conferred on the Holders of any existing shares or class of shares and subject to the provisions of the Acts, any share may be issued with such rights or restrictions as the Company may by Ordinary Resolution determine.

4.	Redeemable shares

Subject to the provisions of the Acts, any shares may be issued on the terms that they are, or at the option of the Company are, liable to be redeemed on such terms and in such manner as the Company may by special resolution determine. In addition and subject as aforesaid, the Company is hereby authorised to redeem (on such terms as may be contained in, or be determined pursuant to the provisions of, these Articles or a special resolution of the Company) any of its shares which have been converted into redeemable shares. Subject as aforesaid, the Company may cancel any shares so redeemed or may hold them as treasury shares and re-issue such treasury shares as shares of any class or classes or cancel them. An ordinary share shall automatically be converted into a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company and any third party pursuant to which the Company acquires or will acquire ordinary shares, or an interest in ordinary shares, from the relevant third party. In these circumstances, the acquisition of such Shares or interest in Shares by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 Act.

5.	Variation of rights

(a)

Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three-fourths in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the Holders of the shares of the class, and may be so varied or abrogated either whilst the

Company is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding shares of the class in question or his proxy.

(b)

The rights conferred upon the Holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the shares of that class, be deemed to be varied by a purchase or redemption by the Company of its own shares or by the creation or issue of further shares ranking pari passu therewith or subordinate thereto.

6.	Trusts not recognised

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 be 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 (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder. This shall not preclude the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company. The obligations of an Approved Nominee under this Article 6 shall be limited to disclosure of such information relating to the beneficial ownership of any Share as has been recorded by it pursuant to arrangements entered into by the Company or approved by the Directors pursuant to which it was appointed an Approved Nominee.

7.	Disclosure of interests

(a)

If at any time the Directors are satisfied that any member, or any other person appearing to be interested in shares held by such member:

(A) has been duly served with a notice under Section 81 of the 1990 Act (a “Section 81 notice”) and is in default for the prescribed period (as defined in sub-paragraph (f)(ii)) in supplying to the Company the information thereby required; or (B) in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular; or (C) has failed to comply with the notification requirement in Article 7(h) below,

then the Directors may, in their absolute discretion at any time thereafter by notice (a “direction notice”) to such member direct that:-

(i)

in respect of the shares in relation to which the default occurred (the “default shares”) the member shall not be entitled to attend or to vote at a general meeting either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of the Company;

(ii)

where the nominal value of the default shares represents at least one-quarter of one per cent (0.025%) of the nominal value of the issued shares of the class concerned, then the direction notice may additionally direct that:-

(A)

except in a liquidation of the Company, no payment shall be made of any sums due from the Company on the default shares, whether in respect of capital or dividend or otherwise, and the Company shall not have any liability to pay interest on any such payment when it is finally paid to the member (but the provisions of this sub-paragraph (A) shall apply only to the extent permitted from time to time by the listing rules of any securities exchange on which the Company’s shares are listed;

(B)

no other distribution shall be made on the default shares;

(C)

no transfer of any of the default shares held by such member shall be registered unless:-

(I)

the member is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the Directors may in their absolute discretion require to the effect that after due and careful enquiry the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or

(II)

the transfer is an approved transfer (as defined in sub- paragraph (f)(iii)).

The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.

(b)

Where any person appearing to be interested in the default shares has been duly served with a direction notice or copy thereof and the default shares which are the subject of such direction notice are held by an Approved Nominee, the provisions of this Article shall be treated as applying only to such default shares held by the Approved Nominee and not (insofar as such person’s apparent interest is concerned) to any other shares held by the Approved Nominee.

(c)

Where the member upon whom a Section 81 notice is served is an Approved Nominee acting in its capacity as such, the obligations of the Approved Nominee as a member of the Company shall be limited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it as has been recorded by it pursuant to the arrangements entered into by the Company or approved by the Directors pursuant to which it was appointed as an Approved Nominee.

(d)

Any direction notice shall immediately cease to have effect:-

(i)

in relation to any shares which are transferred by such member by means of an approved transfer; or

(ii)

when the Directors are satisfied that such member and any other person appearing to be interested in shares held by such member, has given to the Company the information required by the relevant Section 81 notice.

On any direction notice ceasing to have effect the Company shall pay to the Holder (or, in the case of joint Holders, the first named Holder) on the Register in respect of the default shares as of the record date of any such dividend, distribution or other payment withheld pursuant to the provisions of this Article subject always to the provisions of Article 117 which shall be deemed to apply, mutates mutandis, to any amount so withheld.

(e)

The Directors may at any time give notice cancelling a direction notice.

(f)

For the purposes of this Article:-

(i)

a person shall be treated as appearing to be interested in any shares if the member holding such shares has given to the Company a notification under the said Section 81 which either (i) names such person as being so interested or (ii) fails to establish the identities of all those interested in the shares and (after taking into account the said notification and any other relevant Section 81 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;

(ii)

the prescribed period is twenty eight days from the date of service of the said Section 81 notice unless the nominal value of the default shares represents at least one-quarter of one per cent (0.025%) of the nominal value of the issued shares of that class, when the prescribed period is fourteen days from that date;

(iii)

a transfer of shares is an approved transfer if but only if:-

(A)

it is a transfer of shares to an offeror by way or in pursuance of acceptance of an offer made to all the Holders (or all the Holders other than the person making the offer and his nominees) of the shares in the Company to acquire those shares or a specified proportion of them; or

(B)

the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with other persons appearing to be interested in such shares; or

(C)

the transfer results from a sale made through a stock exchange on which the Company’s shares are normally traded.

(g)

Nothing contained in this Article shall limit the power of the Company under Section 85 of the 1990 Act.

(h)

Where any member, or any other person with an interest in shares held by such member, is deemed by Section 77 of the 1990 Act (as qualified by Section 78 of the same Act) to have an interest in 3% or more of the issued share capital of the Company, such member or person shall be required to notify the Company both of the existence of such interest and any event which results in the member or person ceasing to be so interested. Such notification shall be made in the same manner and within the same time period as specified in Sections 70 and 71 of the 1990 Act.

(i)

For the purpose of establishing whether or not the terms of any notice served under this Article shall have been complied with the decision of the Directors in this regard shall be final and conclusive and shall bind all persons interested.

8.	Allotment of shares

(a)

Subject to the provisions of the Acts relating to authority, pre-emption or otherwise in regard to the issue of, or the grant of options over, or other rights to subscribe for, new shares and of any resolution of the Company in general meeting passed pursuant thereto, all unissued shares (including treasury shares) for the time being in the

capital of the Company shall be at the disposal of the Directors and (subject to the provisions of the Acts) they may allot, grant options over or otherwise dispose of them to such persons on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its shareholders, but so that no share shall be issued at a discount and so that, in the case of shares offered to the public for subscription, the amount payable on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon.

(b)

Without prejudice to the generality of the powers conferred on the Directors by the other paragraphs of this Article, the Directors may grant from time to time options to subscribe for the unallotted shares in the capital of the Company to persons in the service or employment of the Company or any subsidiary or associated company of the Company (including Directors holding executive offices) on such terms and subject to such conditions as may be approved from time to time by the Directors or by any committee thereof appointed by the Directors for the purpose of such approval.

(c)

The Company may issue warrants to subscribe (by whatever name they are called) to any person to whom the Company has granted the right to subscribe for shares in the Company (other than under a share option scheme for employees) certifying the right of the registered holder thereof to subscribe for shares in the Company upon such terms and conditions as the right may have been granted.

(d)

Where the Directors are authorised to allot relevant securities in accordance with Section 20 of the 1983 Act, the Company may at any time and from time to time resolve by a special resolution referring to this Article 8(d) that the Directors be empowered pursuant to Section 24 of the 1983 Act to allot equity securities (as defined by Section 23 of that Act) for cash pursuant to their authority to allot relevant securities as if sub-section (1) of the said Section 23 did not apply to any such allotment provided that this power shall be limited to:-

(i)

the allotment of equity securities in connection with any rights issue in favour of ordinary shareholders (other than those holders with registered addresses outside the State to whom an offer would, in the opinion of the Directors, be impractical or unlawful in any jurisdiction) and/or any persons having a right to subscribe for or convert securities into ordinary shares in the capital of the Company (including without limitation any holders of options under any of the Company’s share option schemes for the time being) where the equity securities respectively attributable to the interests of such ordinary shareholders or such persons are proportionate (as nearly as may be) to the respective number of ordinary shares held by them or for which they are entitled to subscribe or convert into subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any regulatory requirements, legal or practical problems in respect of overseas shareholders, fractional entitlements or otherwise; and

(ii)

the allotment of equity securities (other than pursuant to any such issue as referred to in paragraph (i) above) up to the maximum aggregate nominal value specified in such special resolution;

and such power (unless otherwise specified in such special resolution or varied or abrogated by special resolution passed at an intervening extraordinary general meeting) shall unless previously renewed, varied or revoked expire five years from the date of adoption of these Articles, provided that the Company may before such

expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by any allottee in favour of some other person.

9.	Payment of commission

The Company may exercise the powers of paying commissions conferred by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. On any issue of shares the Company may also pay such brokerage as may be lawful.

10.	Payment by instalments

If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment when due shall be paid to the Company by the person who for the time being shall be the Holder of the share.

11.	Preferred Shares

(a)

The Directors are authorised to issue all or any of the authorised but unissued preferred shares from time to time in one or more classes or series, and to fix for each such class or series such voting powers (full or limited or without voting powers), designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed, or in any resolution or resolutions providing for the issue of such class or series adopted by the Board as hereinafter provided, including, without limitation, and subject to the Memorandum and Articles and applicable law, the authority to provide that any such class or series may be:

(i)

redeemable at the option of the Company, or the Holders, or both, with the manner of the redemption to be set by the Board, and redeemable at such time or times, including upon a fixed date, and at such price or prices;

(ii)

entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions at such times and in respect of such dividend periods (the “Dividend Periods”), and payable in preference to, or in such relation to, the dividends payable on any other class or classes of shares or any other series;

(iii)

entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company; or

(iv)

convertible into, or exchangeable for, shares of any other class or classes of shares, or of any other series of the same or any other class or classes of shares, of the Company at such price or prices or at such rates of exchange and with such adjustments as the Directors determine,

which rights and restrictions may be as stated in such resolution or resolutions of the Directors as determined by them in accordance with this Article 11. The Board may at any time before the allotment of any preferred share by further resolution in any way amend the designations, preferences, rights, qualifications, limitations or restrictions, or vary or revoke the designations of such preferred shares.

Notwithstanding the fixing of the number of preferred shares constituting a particular series upon the issuance thereof, the Board at any time thereafter may authorise the issuance of additional preferred shares of the same series subject always to the Companies Acts, the Memorandum and these Articles.

The rights conferred upon a Holder holding any pre-existing shares in the share capital of the Company shall be deemed not to be varied by the creation, issue and allotment of preferred shares in accordance with this Article 10.

(b)

No dividend shall be declared and set apart for payment on any series of preferred shares in respect of any Dividend Period unless there shall likewise be or have been paid, or declared and set apart for payment, on all preferred shares of each other series entitled to cumulative dividends at the time outstanding that rank senior or equally as to dividends with the series in question, dividends rateably in accordance with the sums which would be payable on the said preferred shares through the end of the last preceding Dividend Period if all dividends were declared and paid in full.

(c)

If, upon the winding up of the Company, the assets of the Company distributable among the holders of any one or more series of preferred shares which (i) are entitled to a preference over the holders of the ordinary shares upon such winding up, and (ii) rank equally in connection with any such distribution, shall be insufficient to pay in full the preferential amount to which the holders of such preferred shares shall be entitled, then such assets, or the proceeds thereof, shall be distributed among the holders of each such series of the preferred shares rateably in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.

PART III – SHARE CERTIFICATES

12.	Issue of certificates

(a)

Unless otherwise provided for by the Board or the rights attaching to or by the terms of issue of any particular Shares, or to the extent required by any stock exchange, depository, or any operator of any clearance or settlement system, no person whose name is entered as a Holder in the Register of Holders shall be entitled to receive a share certificate for all her Shares of each class held by her (nor on transferring a part of holding, to a certificate for the balance).

(b)

Any share certificate, if issued, shall specify the number of Shares in respect of which it is issued and the amount paid thereon or the fact that they are fully paid, as the case may be, and may otherwise be in such form as shall be determined by the Board. Such certificates may be under Seal. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. The name and address of the person to whom the Shares represented thereby are issued, with the number of Shares and date of issue, shall be entered in the Register of Holders of the Company. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of Shares shall have been surrendered and cancelled. The Board may authorise certificates to be issued with the seal and authorised signature(s) affixed by some method or system of mechanical process. In respect of a Share or Shares held jointly by several persons, the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders.

13.	Replacement of certificates

If a share certificate is defaced, worn out, lost, stolen or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity and payment of any exceptional expenses incurred by the Company in investigating evidence or in relation to any indemnity as the Directors may determine, but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.

PART IV – LIEN ON SHARES

14.	Extent of lien

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors, at any time, may declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all moneys payable in respect of it.

15.	Power of sale

The Company may sell in such manner as the Directors determine any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice demanding payment, and stating that if the notice is not complied with the share may be sold, has been given to the Holder of the share or to the person entitled to it by reason of the death or bankruptcy of the Holder.

16.	Power to effect transfer

To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder of the share comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the transferee has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Where a share, which is to be sold as provided for in this Part IV, is held in uncertificated form, the Directors may authorise some person to do all that is necessary under the 1996 Regulations to change such share into certificated form prior to its sale under this Part IV.

17.	Proceeds of sale

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) shall be paid to the person entitled to the shares at the date of the sale.

18.	Liability on Shares

Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any Shares registered in the Register as held either jointly or solely by any Holders or in respect of any dividends, bonuses or other

monies due or payable or accruing due or which may become due or payable to such Holder by the Company on or in respect of any Shares registered as mentioned above or for or on account or in respect of any Holder and whether in consequence of:

(a)

the death of such Holder;

(b)

the non-payment of any income tax or other tax by such Holder;

(c)

the non-payment of any estate, probate, succession, death, stamp or other duty by the executor or administrator of such Holder or by or out of her estate; or

(d)

any other act or thing;

in every such case (except to the extent that the rights conferred upon holders of any class of Shares under the Company liable to make additional payments in respect of sums withheld on account of the foregoing):

(e)

the Company shall be fully indemnified by such Holder or her executor or administrator from all liability;

(f)

the Company shall have a lien upon all dividends and other monies payable in respect of the Shares registered in the Register as held either jointly or solely by such Holder for all monies paid or payable by the Company as referred to above in respect of such Shares or in respect of any dividends or other monies thereon or for or on account or in respect of such Holder under or in consequence of any such law, together with interest at the rate of 15% per annum (or such other rate as the Board may determine) thereon from the date of payment to date of repayment, and the Company may deduct or set off against such dividends or other monies so payable any monies paid or payable by the Company as referred to above together with interest at the same rate;

(g)

the Company may recover as a debt due from such Holder or her executor or administrator (wherever constituted) any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period referred to above in excess of any dividends or other monies then due or payable by the Company; and

(h)

the Company may if any such money is paid or payable by it under any such law as referred to above refuse to register a transfer of any Shares by any such Holder or her executor or administrator until such money and interest is set off or deducted as referred to above or in the case that it exceeds the amount of any such dividends or other monies then due or payable by the Company, until such excess is paid to the Company.

Subject to the rights conferred upon the holders of any class of Shares, nothing in this Article 18 will prejudice or affect any right or remedy which any law may confer or purport to confer on the Company. As between the Company and every such Holder as referred to above (and, her executor, administrator and estate, wherever constituted), any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company. Nothing in this Article 18 shall impose any liability or obligation on an Approved Nominee or on any Share held by an Approved Nominee acting in its capacity as such.

PART V – CALLS ON SHARES AND FORFEITURE

19.	Making of calls

Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares and each member (subject to receiving at least fourteen Clear Days’ notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

20.	Time of call

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

21.	Liability of joint Holders

The joint Holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

22.	Interest on calls

If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.

23.	Instalments treated as calls

An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

24.	Power to differentiate

Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the Holders in the amounts and times of payment of calls on their shares.

25.	Interest on moneys advanced

The Directors, if they think fit, may receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may pay (until the same would, but for such advance, become payable) interest at such rate, not exceeding (unless the Company in general meeting otherwise directs) fifteen per cent. per annum, as may be agreed upon between the Directors and the member paying such sum in advance.

26.	Notice requiring payment

(a)

If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter during such times as any part of the call or instalment remains unpaid, may 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.

(b)

The notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of the notice) on or before which 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 appointed the shares in respect of which the call was made will be liable to be forfeited.

(c)

If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any shares in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.

(d)

On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the member sued is entered in the Register as the Holder, or one of the Holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the member sued, in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

27.	Power of disposal

Subject to the provisions of the Acts, a forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal such a share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the share to that person. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon he 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, sale or disposal of the share. Where a share, which is to be sold as provided for in this Part V, is held in uncertificated form, the Directors may authorise some person to do all that is necessary under the 1996 Regulations to change such share into certificated form prior to its sale under this Part.

28.	Effect of forfeiture

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but nevertheless shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, without any deduction or allowance for the value of the shares at the time of forfeiture but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. The Board may waive payment of the sums due wholly or in part.

When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share; but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

29.	Statutory declaration

A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited on the 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.

30.	Payment of sums due on share issues

The provisions of these Articles as to forfeiture 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 value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

31.	Surrender of shares

The Directors may accept the surrender of any share which the Directors have resolved to have been forfeited upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it has been forfeited.

PART VI – CONVERSION OF SHARES INTO STOCK

32.	Conversion of shares into stock

The Company by Ordinary Resolution may convert any paid up shares into stock and reconvert any stock into paid up shares of any denomination.

33.	Transfer of stock

The Holders of stock may transfer the same or any part thereof, in the same manner, and subject to the same regulations, as and subject to which the shares from which the stock arose might have been transferred before conversion, or as near thereto as circumstances admit; and the Directors may fix from time to time the minimum amount of stock transferable but so that such minimum shall not exceed the nominal amount of each share from which the stock arose.

34.	Rights of stockholders

(a)

The Holders of stock shall have, according to the amount of stock held by them, the same rights, privileges and advantages in relation to dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such right, privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which, if existing in shares, would not have conferred that right, privilege or advantage.

(b)

Such of these Articles as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

PART VII – TRANSFER OF SHARES

35.	Form of instrument of transfer

Subject to such of the restrictions of these Articles and to such of the conditions of issue as may be applicable, the shares of any member may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve.

36.	Execution of instrument of transfer

(a)

The instrument of transfer of any share may be executed by or on behalf of the transferor by the Secretary, the Assistant Secretary or any such person that the Secretary or an Assistant Secretary nominates for that purposes (whether in respect of specific transfers or pursuant to a general standing authorisation), and the Secretary, Assistant Secretary or the relevant nominee shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary, Assistant Secretary or the relevant nominee as agent for the transferor, be deemed to be a proper instrument of transfer for the purposes of section 81 of the Act. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered in the Register in respect thereof. Neither the title of the transferee nor the title of the transferor shall be effected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.

(b)

The Company, at its absolute discretion, may procure that an indirect subsidiary of the Company or any other person shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company, which would otherwise be payable by the transferee, is paid by any indirect subsidiary of the Company on behalf of or as agent for the transferee, then in those circumstances, the Company shall on behalf of any such subsidiary, be entitled to (i) seek reimbursement of the stamp duty from the transferor or transferee (at its discretion), (ii) set-off the stamp duty against any dividends payable to the transferor or transferee (at its discretion) and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by any such subsidiary for the amount of stamp duty paid. The Company’s lien shall extend to all dividends paid on those shares. The members of the Company appoint any indirect subsidiary of the Company from time to time as their agent in relation to stamp duty. Nothing in this Article 36(b) shall impose any liability or obligation on an Approved Nominee or on any Share held by an Approved Nominee acting in its capacity as such.

(c)

Notwithstanding the provisions of these Articles and subject to any regulations made under Section 239 of the 1990 Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with Section 239 of the 1990 Act or any regulations made thereunder. The Directors shall have power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these Articles with respect to the requirement for written instruments of transfer and share certificates, in order to give effect to such regulations.

37.	Refusal to register transfers

(a)

If the Company is under a contractual obligation to register or to refuse to register the transfer of a share to any person, the Board shall act in accordance with such obligation and register or refuse to register the transfer of a share to such person, whether or not it is a fully-paid share or a share on which the Company has a lien. Subject to the foregoing sentence, the Directors in their absolute discretion and without assigning any reason therefor may decline to register:-

(i)

any transfer of a share which is not fully paid; or

(ii)

any transfer to or by a minor or person of unsound mind;

but this shall not apply to a transfer of such a share resulting from a sale of the share through a stock exchange on which the share is listed.

(b)

The Directors may decline to recognise any instrument of transfer unless:-

(i)

the instrument of transfer (being a transfer which is not effected in a manner permitted by Article 36(b)) is accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

(ii)

the instrument of transfer is in respect of one class of share only;

(iii)

the instrument of transfer is in favour of not more than four transferees;

(iv)

it is lodged at the Office or at such other place as the Directors may appoint; and

(v)

unless a registration statement under the Securities Act of 1933 of the United States of America is in effect with respect to such transfer or such transfer is exempt from registration and, if requested by the Board, a written opinion from counsel reasonably acceptable to the Board is obtained to the effect that such transfer is exempt from registration.

(c)

The Directors may decline to register any transfer of shares in uncertificated form only in such circumstances as may be permitted or required by the 1996 Regulations.

38.	Procedure on refusal

If the Directors refuse to register a transfer then, within two months after the date on which the transfer was lodged with the Company, they shall send to the transferee notice of the refusal.

39.	Closing of transfer books

The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in each year) as the Directors may determine.

40.	Absence of registration fees

No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

41.	Retention of transfer instruments

The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

42.	Renunciation of allotment

Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by the allottee in favour of some other person.

PART VIII – TRANSMISSION OF SHARES

43.	Death of a member

If a member dies the survivor or survivors where he was a joint Holder, and his personal representatives where he was a sole Holder or the only survivor of joint Holders, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

44.	Transmission on death or bankruptcy

A person becoming entitled to a share in consequence of the death or bankruptcy of a member may elect, upon such evidence being produced as the Directors may properly require, either to become the Holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the Holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.

45.	Rights before registration

A person becoming entitled to a share by reason of the death or bankruptcy of a member (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall have the rights to which he would be entitled if he were the Holder of the share, except that, before being registered as the Holder of the share, he shall not be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the Holders of any class of shares in the Company, so, however, that the Directors, at any time, may 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 ninety days, the Directors thereupon may withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

PART IX – ALTERATION OF SHARE CAPITAL

46.	Increase of capital

(a)

The Company from time to time by Ordinary Resolution may increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

(b)

Subject to the provisions of the Acts, the new shares shall be issued to such persons, upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct and, if no direction be given, as the Directors shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of the assets of the Company and with a special, or without any, right of voting.

(c)

Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered part of the pre-existing ordinary capital and shall be subject to the provisions herein contained with reference to calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

47.	Consolidation, sub-division and cancellation of capital

The Company, by Ordinary Resolution, may:-

(a)

consolidate and divide all or any of its share capital into shares of larger amount;

(b)

subject to the Acts, subdivide its shares, or any of them, into shares of smaller amount, so however 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 have, as compared with the others, any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares);

(c)

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 reduce the amount of its authorised share capital by the amount of the shares so cancelled; or

(d)

change the currency denomination of its share capital.

48.	Fractions on consolidation

Subject to the provisions of these Articles, whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Directors may sell, on behalf of those members, the shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale in due proportion among those members, and the Directors may authorise some 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.

49.	Purchase of own shares

Subject to the Acts, the Company may, without prejudice to any relevant special rights attached to any class of Shares pursuant to section 211 of the 1990 Act, purchase any of its own Shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between Holders or Holders of the same class) and may cancel any Shares so purchased or hold them as treasury shares (as defined in section 209 of the 1990 Act) and may reissue any such Shares as Shares of any class or classes. The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted

by the Acts. The holder of the Shares being purchased shall be bound to deliver up to the Company at its registered office or such other place as the Board shall specify, the certificate(s) (if any) thereof for cancellation (or, in the case of any defaced, worn out, lost, stolen or destroyed share certificate, an indemnity in lieu thereof in terms satisfactory to the Board) and thereupon the Company shall pay to the holder the purchase or redemption monies or consideration in respect thereof. The Company may in addition acquire any of its own shares in accordance with the provisions of Section 41 of the 1983 Act for no consideration and on such other terms as it deems appropriate and may cancel such shares on acquisition.

50.	Reduction of capital

The Company, by special resolution, may reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorised, and consent required, by law.

PART X – GENERAL MEETINGS

51.	General Meetings outside the State

Subject to Section 140 of the Act, all general meetings of the Company may be held outside the State.

52.	Annual general meetings

The Company shall hold in each year a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next.

53.	Extraordinary general meetings

All general meetings other than annual general meetings shall be called extraordinary general meetings.

54.	Convening general meetings

The Directors may convene general meetings. Extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Acts. If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

55.	Class meetings

All provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the Holders of any class of shares in the capital of the Company, except that:-

(e)

the necessary quorum shall be two or more persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class or, at any adjourned meeting of such Holders, one Holder present in person or by proxy, whatever the amount of his holding, shall be deemed to constitute a meeting; and

(f)

any Holder of shares of the class present in person or by proxy may demand a poll; and

(g)

on a poll, each Holder of shares of the class shall have one vote in respect of every share of the class held by him.

56.	Notice of general meetings

(a)

Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days’ notice and all other extraordinary general meetings shall be called by at least fourteen Clear Days’ notice.

(b)

Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Subject to any restrictions imposed on any shares, the notice shall be given to all the members and to the Directors and the Auditors.

(c)

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 the meeting.

(d)

Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Acts.

PART XI – PROCEEDINGS AT GENERAL MEETINGS

57.	Quorum for general meetings

(a)

No business shall be transacted at any general meeting unless a quorum is present. Two or more members present in person or by proxy holding not less than a majority of the issued and outstanding shares of the Company entitled to vote at the meeting in question shall be a quorum.

(b)

If such a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine. If at the adjourned meeting such a quorum is not present within half an hour from the time appointed for the meeting, the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, two persons entitled to be counted in a quorum present at the meeting shall be a quorum.

58.	Special business

All business shall be deemed special that is transacted at an extraordinary general meeting. All business that is transacted at an annual general meeting shall also be deemed special, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and reports of the Directors and Auditors, the election of Directors in the place of those retiring (whether by rotation or otherwise), the fixing of the remuneration of the Directors, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

59.	Chairman of general meetings

(a)

The chairman of the board of Directors or, in his absence, the deputy chairman (if any) or, in his absence, some other Director nominated by the Directors, shall preside as chairman at every general meeting of the Company. If at any general meeting none of such persons shall be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one of their number to be chairman of the meeting and, if there is only one Director present and willing to act, he shall be chairman.

(b)

If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of the members personally present to be chairman of the meeting.

60.	Directors’ and Auditors’ right to attend general meetings

A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company. The Auditors shall be entitled to attend any general meeting and to be heard on any part of the business of the meeting which concerns them as the Auditors.

61.	Adjournment of general meetings

The chairman, with the consent of a meeting at which a quorum is present, may (and if so directed by the meeting, shall) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for fourteen days or more or sine die, at least seven Clear Days’ notice shall be given specifying the time and meeting and the general nature of the business to be transacted. Save as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

62.	Determination of resolutions

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

63.	Entitlement to demand poll

Subject to the provisions of the Acts, a poll may be demanded:-

(a)

by the chairman of the meeting;

(b)

by at least three members present (in person or by proxy) having the right to vote at the meeting;

(c)

by any member or members present (in person or by proxy) representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d)

by a member or members present (in person or by proxy) holding shares in the Company conferring the right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

64.	Taking of a poll

(a)

Save as provided in paragraph (b) of this Article, a poll shall be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

(b)

A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time (not being more than thirty days after the poll is demanded) and place as the chairman of the meeting may direct. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

(c)

No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.

65.	Votes of members

Votes may be given either personally or by proxy or a duly authorised representative of a corporate member. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member shall have one vote, so, however, that no individual shall have more than one vote, and on a poll every member present in person or by proxy or a duly authorised representative of a corporate member shall have one vote for every share carrying voting rights of which he is the Holder. On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

66.	Chairman’s casting vote

Where there is an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to any other vote he may have.

67.	Voting by joint Holders

Where there are joint Holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, in respect of such share shall be accepted to the exclusion of the votes of the other joint Holders; and 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 share.

68.	Voting by incapacitated Holders

A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in the State or elsewhere) in matters concerning mental disorder, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Office or at such other address as is specified in accordance with these Articles for the receipt of appointments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

69.	Default in payment of calls

Unless the Directors otherwise determine, no member shall be entitled to vote at any general meeting or any separate meeting of the Holders of any class of shares in the Company, either in person or by proxy, or to exercise any privilege as a member in respect of any share held by him unless all moneys then payable by him in respect of that share have been paid.

70.	Restriction of voting rights

(a)

If at any time the Directors shall determine that a Specified Event (as defined in paragraph (f) shall have occurred in relation to any share or shares the Directors may serve a notice to such effect on the Holder or Holders thereof. Upon the service of any such notice (in these Articles referred to as a “Restriction Notice”) no Holder or Holders of the share or shares specified in such Restriction Notice shall be entitled, for so long as such Restriction Notice shall remain in force, to attend or vote at any general meeting either personally or by proxy.

(b)

A Restriction Notice shall be cancelled by the Directors as soon as reasonably practicable, but in any event not later than forty-eight hours, after the Holder or Holders concerned shall have remedied the default by virtue of which the Specified Event shall have occurred. A Restriction Notice shall automatically cease to have effect in respect of any share transferred upon registration of the relevant transfer provided that a Restriction Notice shall not cease to have effect in respect of any transfer where no change in the beneficial ownership of the share shall occur and for this purpose it shall be assumed that no such change has occurred where a transfer form in respect of the share is presented for registration having been stamped at a reduced rate of stamp duty by virtue of the transferor or transferee claiming to be entitled to such reduced rate as a result of the transfer being one where no beneficial interest passes.

(c)

The Directors shall cause a notation to be made in the Register against the name of any Holder or Holders in respect of whom a Restriction Notice shall have been served indicating the number of shares specified in such Restriction Notice and shall cause such notation to be deleted upon cancellation or cesser of such Restriction Notice.

(d)

Any determination of the Directors and any notice served by them pursuant to the provisions of this Article shall be conclusive as against the Holder or Holders of any share and the validity of any notice served by the Directors in pursuance of this Article shall not be questioned by any person.

(e)

If, while any Restriction Notice shall remain in force in respect of any Holder or Holders of any shares, such Holder or Holders shall be issued with any further shares as a result of such Holder or Holders not renouncing any allotment of shares made to him or them pursuant to a capitalisation issue under Part XXII of these Articles, the Restriction Notice shall be deemed also to apply to such Holder or Holders in respect of such further shares on the same terms and conditions as were applicable to the said Holder or Holders immediately prior to such issue of further shares.

(f)

For the purpose of these Articles the expression “Specified Event” in relation to any share shall mean the failure by the Holder or Holders thereof to pay any call or instalment of a call in the manner and at the time appointed for payment thereof.

71.	Time for objection to voting

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 tendered and every vote not disallowed at such meeting shall be valid. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

72.	Appointment of proxy

(a)

Every member entitled to attend and vote at a general meeting may appoint a proxy or proxies to attend, speak and vote on his behalf provided that, where a shareholder appoints more than one proxy in relation to a general meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by him. The appointment of a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be signed by or on behalf of the appointer. The signature on such appointment need not be witnessed. A body corporate may sign a form of proxy under its common seal, under the hand of a duly authorised officer thereof or in such manner as the Directors may approve. A proxy need not be a member of the Company. The appointment of a proxy in electronic form shall only be effective in such manner as the Directors may approve.

(b)

Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the Directors may from time to time permit appointments of a proxy to be made by means of electronic communication in the form of an Uncertificated Proxy Instruction, (that is, a properly authenticated dematerialised instruction, and or other instruction or notification, which is sent by means of the relevant system concerned and received by such participant in that system acting on behalf of the Company as the Directors may prescribe in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system concerned)); and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and or other instruction or notification) is to be treated as received by the Company or such participant. The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of a person sending that instruction to send it on behalf of that Holder.

(c)

The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members forms for the appointment of a proxy (in such form as the Directors may approve and with or without stamped envelope for their return) for use at any general meeting or at any class meeting either in blank or nominating any one or more of the Directors or any other persons in the alternative. The proxy form must make provision for three-way voting on all resolutions intended to be proposed, other than resolutions which are merely procedural. If for the purpose of any meeting invitations to appoint as proxy a person or one of the number of persons specified in the invitations are issued at the expense of the Company, such invitations 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 but the accidental omission to issue such invitation to, or the non-receipt to such invitations by, any member shall not invalidate the proceedings at any such meeting.

(d)

Subject to the foregoing, a Holder may appoint a proxy by (d) means of an “omnibus” or “enduring” proxy with or without a power of substitution. Such “omnibus” or “enduring” proxy may provide that all persons who appear in a specified register maintained by an Approved Nominee (each a “specified holder”) may act as proxy for so long as the name of the specified holder appears in the specified Approved Nominee register in respect of the relevant number of Shares which appear opposite the name of the specified holder in the Approved Nominee register from time to time (the “Relevant Shares”) in relation to all meetings of the Company, and if any specified holder does not attend a meeting of the Company, the relevant Holder may appoint such other persons as may be nominated by the specified holder from time to time in accordance with the proxy registration system for specified holders as the Holder’s proxy in relation to all meetings of the Company in respect of the Relevant Shares.

73.	Bodies corporate acting by representatives at meetings

Any body corporate which is a member of the Company 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 the Company or any class of members of the Company, and any person so authorised 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 of the Company. Where a member appoints more than one representative in relation to a general meeting, each representative must be appointed to exercise rights attached to a different share or shares held by the member.

74.	Receipt of proxy appointment

Where the appointment of a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority or any other proof or confirmation of that power or authority acceptable to the Directors is to be received by the Company:-

(a)

in electronic form, it may be so received where an address has been specified by the Company for the purpose of receiving electronic communications:-

(i)

in the notice convening the meeting; or

(ii)

in any appointment of proxy sent out by the Company in relation to the meeting; or

(iii)

in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting;

provided it is so received by the Company not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be treated as valid PROVIDED THAT in the case of a meeting which is adjourned to, or a poll which is to be taken on, a date which is less than seven days after the date of the meeting which was adjourned or at which the poll was demanded, it shall be sufficient if the appointment of proxy and any other authority and certification thereof as aforesaid is so received by the Company at the commencement of the adjourned meeting or the taking of the poll and an appointment of proxy relating to more than one meeting (including any adjournment thereof) having once been so received for the purposes of any meeting shall not require to be delivered, deposited or received again for the purposes of any subsequent meeting to which it relates.

75.	Effect of proxy appointment

A proxy shall have the right to exercise all or any of the rights of his appointer, or (where more than one proxy is appointed) all or any of the rights attached to the shares in respect of which he has appointed to the proxy to attend, to demand or join in demanding a poll and to speak and vote at a general meeting of the Company. Unless his appointment provides otherwise, a proxy may vote or abstain in his discretion on any resolution put to the vote. The appointment of a proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. The instrument appointing a proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

76.	Effect of revocation of proxy or of authorisation

A vote given or poll demanded in accordance with the terms of an appointment of a proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the previous death, insanity or winding up of the principal or revocation of the proxy or of the authority under which the proxy or authority was executed or the transfer of the share in respect of which the proxy or authority is given, if no intimation in writing (whether in electronic form or otherwise) of such death, insanity, winding up, revocation or transfer as aforesaid is received by the Company at the Office, at least one hour before the commencement of the meeting or adjourned meeting at which the proxy is used or the representative acts PROVIDED HOWEVER that where such intimation is given in electronic form it shall have been received by the Company at least 24 hours (or such lesser time as the Directors may specify) before the commencement of the meeting.”

PART XII – DIRECTORS

77.	Number of Directors

The Board may determine the size of the Board from time to time at its absolute discretion.

78.	Share qualification

A Director shall not require a share qualification.

79.	Ordinary remuneration of Directors

Each Director shall be paid a fee for the services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board of Directors.

80.	Special remuneration of Directors

Any Director who holds any executive office (including for this purpose the office of chairman or deputy chairman) or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine.

81.	Expenses of Directors

The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the Holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

82.	Alternate Directors

(a)

Any Director may appoint by writing (whether in electronic form or otherwise) under his hand any person (including another Director) to be his alternate provided always that no such appointment of a person other than a Director as an alternate shall be operative unless and until such appointment shall have been approved by resolution of the Directors. Any such authority may be sent by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the Directors and may bear a printed, facsimile, electronic or advanced electronic signature of the Director giving such authority.

(b)

An alternate Director shall be entitled, subject to his giving to the Company an address within Ireland, the United Kingdom or the United States of America, to receive notices of all meetings of the Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointor to exercise all the powers, rights, duties and authorities of his appointor as a Director (other than the right to appoint an alternate hereunder).

(c)

Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him.

(d)

A Director may revoke at any time the appointment of any alternate appointment by him. If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine.

(e)

If a Director retires by rotation or otherwise but is re-appointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate Director made by him which was in force immediately prior to his retirement shall continue after his re-appointment.

(f)

Any appointment or revocation by a Director under this Article shall be effected by notice in writing (whether in electronic form or otherwise) given under his hand to the Secretary or deposited or received at the Office or in any other manner approved by the Directors.

PART XIII – POWERS OF DIRECTORS

83.	Directors’ powers

Subject to the provisions of the Acts, the Memorandum of Association of the Company and these Articles and to any directions by the members given by Ordinary Resolution, not being inconsistent with these Articles or with the Acts, the business of the Company shall be

managed by the Directors who may do all such acts and things and exercise all the powers of the Company as are not by the Acts or by these Articles required to be done or exercised by the Company in general meeting. No alteration of the Memorandum of Association of the Company or of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

84.	Power to delegate

Without prejudice to the generality of the last preceding Article, the Directors may delegate any of their powers to any managing Director or any Director holding any other executive office and to any committee consisting of one or more Directors together with such other persons (if any) as may be appointed to such committee by the Directors provided that a majority of the members of each committee appointed by the Directors shall at all times consist of Directors and that no resolution of any such committee shall be effective unless a majority of the members of the committee present at the meeting at which it was passed are Directors. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of these Articles regulating the proceedings of Directors so far as they are capable of applying.

85.	Appointment of attorneys

The Directors, from time to time and at any time by power of attorney under seal, may appoint any company, firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit. Any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit and may authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

86.	Local management

Without prejudice to the generality of Article 83, the Directors may establish any committees, local boards or agencies for managing any of the affairs of the Company, either in the State or elsewhere, and may appoint any persons to be members of such committees, local boards or agencies and may fix their remuneration and may delegate to any committee, local board or agent any of the powers, authorities and discretions vested in the Directors with power to sub-delegate and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith with any such committee, local board or agency, without notice of any such removal, annulment or variation shall be affected thereby.

87.	Borrowing powers

The Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property, assets, and uncalled capital or any part thereof and subject to Part III of the 1983 Act to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount.

88.	Execution of negotiable instruments

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall determine from time to time by resolution.

PART XIV – APPOINTMENT OF DIRECTORS

89.	Appointment of Directors

(a)

The Directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board. The initial division of the Board into classes shall be made by the decision of the affirmative vote of a majority of the Directors in office. The term of the initial Class I directors shall terminate on the date of the 2014 annual general meeting; the term of the initial Class II directors shall terminate on the date of the 2015 annual general meeting; and the term of the initial Class III directors shall terminate on the date of the 2016 annual general meeting. At each annual general meeting of Holders beginning in 2014, successors to the class of directors whose term expires at that annual general meeting shall be elected for a three-year term. Save as otherwise permitted in these Articles, Directors will be elected by way of Ordinary Resolution of the Company in general meeting. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible. In no case will a decrease in the number of Directors shorten the term of any incumbent Director. A Director shall hold office until the annual general meeting for the year in which her or his term expires and until her or his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board, including a vacancy that results from an increase in the number of Directors or from the death, resignation, retirement, disqualification or removal of a Director, shall be deemed a casual vacancy. Subject to the terms of any one or more classes or series of preferred shares, any casual vacancy shall only be filled by decision of a majority of the Board then in office, provided that a quorum is present. Any Director of any class elected to fill a vacancy resulting from an increase in the number of Directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any Director elected to fill a vacancy not resulting from an increase in the number of Directors shall have the same remaining term as that of her predecessor. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.

(b)

During any vacancy in the Board, the remaining Directors shall have full power to act as the Board. If, at any general meeting of the Company, the number of Directors is reduced below the minimum prescribed by the Board in accordance with Article 77 due to the failure of any persons nominated to be Directors to be elected, then in those circumstances, the nominee or nominees who receive the highest number of votes in favour of election shall be elected in order to maintain the prescribed minimum number of Directors and each such Director shall remain a Director (subject to the provisions of the Companies Acts and these Articles) only until the conclusion of the next annual general meeting of the Company unless such Director is elected by the Holders during such meeting.

(c)

The Company may by Ordinary Resolution appoint any person to be a Director.

90.	Nomination of Directors

(a)

Nominations of persons for election to the Board (other than Directors to be nominated by any series of preferred shares, voting separately as a class) at a general meeting may only be made (a) pursuant to the Company’s notice of meeting pursuant to Article 56 at the recommendation of the Board, (b) by or at the direction of the Board or any authorised committee thereof or (c) by any Holder who (i) complies with the notice procedures set forth in Articles 90(b) or 90(c), as applicable, (ii) was a Holder at the time such notice is delivered to the Secretary and on the record date for the determination of Holders entitled to vote at such general meeting and (iii) is present at the relevant general meeting, either in person or by proxy, to present her nomination, provided, however, that Holders shall only be entitled to nominate persons for election to the Board at annual general meetings or at general meetings called specifically for the purpose of electing Directors.

(b)

For nominations of persons for election to the Board (other than Directors to be nominated by any series of preferred shares, voting separately as a class) to be properly brought before an annual general meeting by a Holder, such annual general meeting must have been called for the purpose of, among other things, electing Directors and such Holder must have given timely notice thereof in writing to the Secretary. To be timely, a Holder’s notice shall be delivered to the Secretary at the registered office of the Company, or such other Address as the Secretary may designate, not less than ninety (90) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date the Company’s proxy statement was first released to Holders in connection with the prior year’s annual general meeting; provided, however, that in the event the date of the annual general meeting is changed by more than thirty (30) days from the first anniversary date of the prior year’s annual general meeting, notice by the Holder to be timely must be so delivered not earlier than the one hundred and fiftieth (150^th) day prior to such annual general meeting and not later than the later of the ninetieth (90^th) day prior to such annual general meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made. Such Holder’s notice shall set forth (a) as to each person whom the Holder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act as amended, or any successor provisions thereto, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director of the Company if elected, (b) a description of the material terms of any Covered Arrangement to which such Holder and its Affiliates, directly or indirectly, is a party as of the date of such notice and (c) as to the Holder giving the notice (i) the name and Address of such Holder, as they appear on the Register of Holders, (ii) the class and number of Shares that are owned beneficially and/or of record by such Holder, (iii) a representation that the Holder is a registered holder of Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination and (iv) a statement as to whether the Holder intends or is part of a group that intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding share capital required to approve or elect the nominee and/or (xi) otherwise to solicit proxies from Holders in support of such nomination. The Board may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Company, including such evidence satisfactory to the Board that such nominee has no interests that would limit such nominee’s ability to fulfil her duties as a Director.

(c)

For nominations of persons for election to the Board (other than directors to be nominated by any series of preferred shares, voting separately as a class) to be properly brought before a general meeting called for the purpose of the election of Directors, other than an annual general meeting by a Holder, such Holder must have given timely notice thereof in writing to the Secretary. To be timely, a Holder’s notice shall be delivered to the Secretary at the registered office of the Company or such other Address as the Secretary may designate, not earlier than the one hundred and fiftieth (150^th) day prior to such general meeting and not later than the ninetieth (90^th) day prior to such general meeting or the tenth (10^th) day following the day on which public announcement is first made of the date of the general meeting and of the nominees proposed by the Board to be elected at such meeting. Such Holder’s notice shall set forth the same information as is required by provisions (a) and (b) of Article 90(b).

(d)

Subject to the Companies Acts, unless otherwise provided by the terms of any series of preferred shares or any agreement among Holders or other agreement approved by the Board, only persons who are nominated in accordance with the procedures set forth in Articles 90(b) and 90(c) shall be eligible to serve as Directors of the Company. If the Chairman of a general meeting determines that a proposed nomination was not made in compliance with Articles 90(b) and 90(c), she shall declare to the meeting that nomination is defective and such defective nomination shall be disregarded. Notwithstanding the foregoing provisions of these Articles, if the Holder (or a qualified representative of the Holder) does not appear at the general meeting to present her nomination, such nomination shall be disregarded.

(e)

Notwithstanding the foregoing provisions of this Article 90, any Holder intending to make a nomination in accordance with this Article 90 and each related beneficial owner, if any, will also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in these Articles; provided however that any references in these articles to the Exchange Act are not intended to, and will not, limit the requirements applicable to nominations made or intended to be made in accordance with this Article 90.

PART XV – DISQUALIFICATION AND REMOVAL OF DIRECTORS

91.	Disqualification of Directors

The office of a Director shall be vacated ipso facto if: -

(a)

he is restricted or disqualified from acting as a director of any company under the provisions of Part VII of the 1990 Act;

(b)

he becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c)

in the opinion of a majority of his co-Directors, he becomes incapable by reason of mental disorder of discharging his duties as a Director;

(d)

(not being a Director holding for a fixed term an executive office in his capacity as a Director) he resigns his office by notice to the Company;

(e)

he is convicted of an indictable offence, unless the Directors otherwise determine;

(f)

he shall have been absent for more than six consecutive months without permission of the Directors from meetings of the Directors held during that period and his alternate Director (if any) shall not have attended any such meeting in his place during such period, and the Directors pass a resolution that by reason of such absence he has vacated office; or

(g)

he is required in writing (whether in electronic form or otherwise) by all his co-Directors to resign.

92.	Removal of Directors

The Company, by Ordinary Resolution of which extended notice has been given in accordance with the provisions of the Acts, may remove any Director before the expiry of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may, if thought fit, by Ordinary Resolution appoint another Director in his stead. The person appointed shall be subject to retirement at the same time as if he had become a Director on the date on which the Director in whose place he is appointed was last appointed a Director. Nothing in this Article shall be taken as depriving a person removed hereunder of compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that of Director.

PART XVI – DIRECTORS’ OFFICES AND INTERESTS

93.	Executive offices

(a)

The Directors may appoint one or more of their body to the office of President, Vice-President, Managing Director or Joint Managing Director or to any other executive office (except that of Auditor) under the Company (including, where considered appropriate, the office of chairman) on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may revoke any such appointment at any time.

(b)

A Director holding any such executive office shall receive such remuneration, whether in addition to or in substitution for his ordinary remuneration as a Director and whether by way of salary, commission, participation in profits or otherwise or partly in one way and partly in another, as the Directors may determine.

(c)

The appointment of any Director to the office of chairman, President, Vice-President, Managing Director or Joint Managing Director shall determine automatically if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

(d)

The appointment of any Director to any other executive office shall not determine automatically 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 determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

(e)

A Director may hold any other office or place of profit under the Company (except that of Auditor) in conjunction with his office of Director, and may act in a professional capacity to the Company, on such terms as to remuneration and otherwise as the Directors shall arrange.

94.	Directors’ interests

(a)

Subject to the provisions of the Acts, and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:-

(i)

may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary or associated company thereof or in which the Company or any subsidiary or associated company thereof is otherwise interested;

(ii)

may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or associated company thereof is otherwise interested; and

(iii)

shall not be accountable, by reason of his office, to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

(b)

Subject to the provisions of the Acts, no Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the other company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. The nature of a Director’s interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement at the next meeting of the Directors held after he became so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made at the first meeting of the Directors held after he becomes so interested.

(c)

A copy of every declaration made and notice given under this Article shall be entered within three days after the making or giving thereof in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Secretary, Auditor or member of the Company at the Office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.

(d)

For the purposes of this Article:-

(i)

(ii)

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 his.

95.	Restriction on Directors’ voting

(a)

Save as otherwise provided by these Articles, a Director shall not vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material or a duty which conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote.

(b)

A Director shall be entitled (in the absence of some other material interest than is indicated below) to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely:-

(i)

the giving of any security, guarantee or indemnity to him in respect of money lent by him to the Company or any of its subsidiary or associated companies or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary or associated companies;

(ii)

the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(iii)

any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;

(iv)

any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he is not the holder of or beneficially interested in 1% or more of the issued shares of any class of such company or of the voting rights available to members of such company (or of a third company through which his interest is derived) (any such interest being deemed for the purposes of this Article to be a material interest in all circumstances;

(v)

any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate Revenue authorities;

(vi)

any proposal concerning the adoption, modification or operation of any scheme for enabling employees (including full time executive Directors) of the Company and/or any subsidiary thereof to acquire shares in the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits or may benefit; or

(vii)

any proposal concerning the giving of any indemnity pursuant to Article 136 or the discharge of the cost of any insurance cover purchased or maintained pursuant to Article 96.

(c)

Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under sub-paragraph (b) (iv) of this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

(d)

If a question arises at a meeting of Directors or of a committee of Directors as to the materiality of a Director’s interest or as to the right of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question may be referred, before the conclusion of the meeting, to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive. In relation to the chairman, such question may be resolved by a resolution of a majority of the Directors (other than the chairman) present at the meeting at which the question first arises.

(e)

For the purposes of this Article, an interest of a person who is the spouse or a minor child of a Director shall be treated as an interest of the Director and, in relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate Director.

(f)

The Company by Ordinary Resolution may suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article.

96.	Entitlement to grant pensions

The Directors may provide benefits, whether by way of pensions, gratuities or otherwise, for any Director, former Director or other officer or former officer of the Company or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary or associated company of the Company or a predecessor in business of the Company or of any such subsidiary or associated company and to any member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme for providing all or any such benefits and for such purposes any Director accordingly may be, become or remain a member of, or rejoin, any scheme and receive or retain for his own benefit all benefits to which he may be or become entitled thereunder. The Directors may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme in respect of any of the persons or class of persons above referred to who are or may be or become members thereof.

Subject to the provisions of Article 136, the Directors shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time, directors, officers, or employees of the Company, or of any other company which is its holding company or in which the Company or such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or any such other company, or who are or were at any time trustees of any pension fund in which employees of the Company, or any other company or such subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission when in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the Company or any such other company, subsidiary undertaking or pension fund.

PART XVII – PROCEEDINGS OF DIRECTORS

97.	Convening and regulation of Directors’ meetings

(a)

Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective. If the Directors so resolve, it shall not be necessary to give notice of a meeting of the Directors to any Director or alternate Director who, being a resident of the State, is for the time being absent from the State.

(b)

Notice of a meeting of the Directors or any other notice required to be given to, or by, a Director shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the Directors to him at his last known address or any other address given by him to the Company for this purpose.

98.	Quorum for Directors’ meetings

(a)

The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two Directors. A person who holds office only as an alternate Director shall, if his appointor is not present, be counted in the quorum but notwithstanding that such person may act as alternate Director for more than one Director he shall not count as more than one for the purposes of determining whether a quorum is present.

(b)

The continuing Directors or a sole Director may act notwithstanding any vacancies in their number but if the number of Directors is less than the number fixed as the quorum, they may act only for the purpose of filling vacancies or of calling a general meeting.

99.	Voting at Directors’ meetings

(a)

Questions arising at any meeting of Directors shall be decided by a majority of votes. Where there is an equality of votes, the chairman of the meeting shall have a second or casting vote.

(b)

Subject as hereinafter provided, each Director present and voting shall have one vote and in addition to his own vote shall be entitled to one vote in respect of each other Director not present at the meeting who shall have authorised him in respect of such meeting to vote for such other Director in his absence. Any such authority may relate generally to all meetings of the Directors or to any specified meeting or meetings and must be in writing and may be sent by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the Directors and may bear a printed, facsimile, electronic signature or advanced electronic signature of the Director giving such authority. The authority must be delivered to the Secretary for filing prior to or must be produced at the first meeting at which a vote is to be cast pursuant thereto provided that no Director shall be entitled to any vote at a meeting on behalf of another Director pursuant to this paragraph if the other Director shall have appointed an alternate Director and that alternate Director is present at the meeting at which the Director proposes to vote pursuant to this paragraph.

100.	Telecommunication meetings

Any Director or alternate Director may participate in a meeting of the Directors or any committee of the Directors by means of conference telephone or other telecommunications equipment by means of which all persons participating in the meeting can hear each other speak and such participation in a meeting shall constitute presence in person at the meeting.

101.	Chairman of the board of Directors

Subject to any appointment to the office of chairman made pursuant to these Articles, the Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected or if at any meeting the chairman is unwilling to act or is not present within five minutes after the time appointed for holding the same the Directors present may choose one of their number to be chairman of the meeting.

102.	Validity of acts of Directors

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified from holding office or had vacated office, shall be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.

103.	Directors’ resolutions or other documents in writing

A resolution or other document in writing (in electronic form or otherwise) signed (whether by electronic signature, advanced electronic signature or otherwise as approved by the Directors) by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission, electronic mail or some other similar means of transmitting the contents of documents. A resolution or other documents signed (whether by electronic signature, advanced electronic signature or otherwise as approved by the Directors) by an alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity.

PART XVIII – THE SECRETARY

104.	Appointment of secretary

The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by them. Anything required or authorised by the Acts or these Articles to be done by the Secretary may be done, if the office is vacant or there is for any other reason no Secretary readily available and capable of acting, by or to any assistant or acting secretary readily available and capable of acting, by or to any officer of the Company authorised generally or specially in that behalf by the Directors: Provided that any provision of the Acts or 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 a Director and as, or in the place of, the Secretary.

PART XIX – THE SEAL

105.	Use of Seal

The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Acts) shall be used only by the authority of the Directors or of a committee authorised by the Directors.

106.	Seal for use abroad

The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

107.	Signature of sealed instruments

(a)

Every instrument to which the Seal shall be affixed shall be signed by a Director and shall also be signed by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose save that as regards any certificates for shares or debentures or other securities of the Company the Directors may determine

by resolution that such signatures or either of them shall be dispensed with, or be printed thereon or affixed thereto by some method or system of mechanical signature provided that in any such case the certificate to be sealed shall have been approved for sealing by the Secretary or by the registrar of the Company or by the Auditors or by some other person appointed by the Directors for this purpose in writing (and, for the avoidance of doubt, it is hereby declared that it shall be sufficient for approval to be given and/or evidenced either in such manner (if any) as may be approved by or on behalf of the Directors or by having certificates initialled before sealing or by having certificates presented for sealing accompanied by a list thereof which has been initialled).

(b)

For the purposes of this Article 107, any instrument in electronic form to which the seal is required to be affixed, shall be sealed by means of an advanced electronic signature based on a qualified certificate of a Director and the Secretary or of a second Director or by some other person appointed by the Directors for the purpose.

PART XX – DIVIDENDS AND RESERVES

108.	Declaration of dividends

Subject to the provisions of the Acts, the Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors. Subject to the provisions of the Acts, the Board may from time to time declare dividends (including interim dividends) and distributions on Shares of the Company outstanding and authorise payment of the same out of the funds of the Company lawfully available therefor.

109.	Interim and fixed dividends

Subject to the provisions of the Acts, the Directors may declare and pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the Directors may declare and pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but subject always to any restrictions for the time being in force (whether under these Articles, under the terms of issue of any shares or under any agreement to which the Company is a party, or otherwise) relating to the application, or the priority of application, of the Company’s profits available for distribution or to the declaration or as the case may be the payment of dividends by the Company. Subject as aforesaid, the Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith they shall not incur any liability to the Holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

110.	Payment of dividends

(a)

Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly. For the purposes of this Article, no amount paid on a share in advance of calls shall be treated as paid on a share.

(b)

If several persons are registered as joint Holders of any share, any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

111.	Deductions from dividends

The Directors may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by him to the Company in respect of that share.

112.	Dividends in specie

The Board or any general meeting declaring a dividend (upon the recommendation of the Board), may direct that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures, or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Board may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Holders upon the footing of the value so fixed in order to adjust the rights of all Holders and may vest any such specific assets in trustees as may seem expedient to the Board.

113.	Dividend payment mechanism

(a)

Any dividend or other moneys payable in respect of any share may be paid by cheque or warrant sent by post, at the risk of the person or persons entitled thereto, to the registered address of the Holder or, where there are joint Holders, to the registered address of that one of the joint Holders who is first named on the Register 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 and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. Any such dividend or other distribution may also be paid by any other method (including payment in a currency other than euro, electronic funds transfer, direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any member who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods.

(b)

In respect of shares in uncertificated form, where the Company is authorized to do so by or on behalf of the Holder or joint Holders in such manner as the Company shall from time to time consider sufficient, the Company may also pay any such dividend, interest or other moneys by means of the relevant system concerned (subject always to the facilities and requirements of that relevant system). Every such payment made by means of the relevant system shall be made in such manner as may be consistent with the facilities and requirements of the relevant system concerned. Without prejudice to the generality of the foregoing, in respect of shares in uncertificated form, such payment may include the sending by the Company or by any person on its behalf of an instruction to the operator of the relevant system to credit the cash memorandum account of the Holder or joint Holders.

114.	Dividends not to bear interest

No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

115.	Payment to Holders on a particular date

Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same may be payable to the persons registered as the Holders of such shares 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 the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se of transferors and transferees of any such shares in respect of such dividend. The provisions of this Article shall apply, mutatis mutandis, to capitalisations to be effected in pursuance of these Articles. Any dividend, interest or other sum payable which remains unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

116.	Unclaimed dividends

If the Directors so resolve, any dividend which has remained unclaimed for six years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

117.	Reserves

Before recommending any dividend, whether preferential or otherwise, the Directors may carry to reserve out of the profits of the Company such sums as they think proper. All sums standing to reserve may be applied from time to time in the discretion of the Directors for any purpose to which the profits of the Company may be properly applied and at the like discretion may be either employed in the business of the Company or invested in such investments as the Directors may lawfully determine. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as they may lawfully determine. Any sum which the Directors may carry to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Directors may also carry forward, without placing the same to reserve, any profits which they may think it prudent not to divide.

PART XXI – ACCOUNTS

118.	Accounts

(a)

The Directors shall cause to be kept proper books of account, whether in the form of documents, electronic form or otherwise, that:-

(i)

correctly record and explain the transactions of the Company;

(ii)

will at any time enable the financial position of the Company to be determined with reasonable accuracy;

(iii)

will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company complies with the requirements of the Acts; and

(iv)

will enable the accounts of the Company to be readily and properly audited.

Books of account shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

The Company may send by post, electronic mail or any other means of electronic communication a summary financial statement to its shareholders or persons nominated by any member. The Company may meet, but shall be under no obligation to meet, any request from any of its members to be sent additional copies of its full report and accounts or summary financial statement or other communications with its members.

(b)

The books of account shall be kept at the Office or, subject to the provisions of the Acts, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.

(c)

(d)

In accordance with the provisions of the Acts, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before such meeting.

(e)

A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and Auditors’ report shall be sent by post, electronic mail or any other means of electronic communication, not less than twenty-one Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Acts to receive them; provided that in the case of those documents sent by electronic mail or any other means of electronic communication, such documents shall be sent with the consent of the recipient, to the address of the recipient notified to the Company by the recipient for such purposes and the required number of copies of these documents shall be forwarded at the same time to the appropriate section of the relevant securities exchange on which the Company’s shares are listed.

(f)

Auditors shall be appointed and their duties regulated in accordance with the Acts.

PART XXII – CAPITALISATION OF PROFITS OR RESERVES

119.	Capitalisation of distributable profits and reserves

(a)

Without prejudice to any powers conferred on the Directors by these Articles, the Company in general meeting may resolve, upon the recommendation of the Directors, that any sum for the time being standing to the credit of any of the Company’s reserves (including any capital redemption reserve fund or share premium account) or to the credit of the profit and loss account be capitalised and applied on behalf of the members who would have been entitled to receive that sum if it had been distributed by way of dividend and in the same proportions either in or towards paying up amounts for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such Holders in the proportions aforesaid) or partly in one way and partly in another, so, however, that the only purposes for which sums standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by the Acts.

(b)

The Directors may from time to time at their discretion, subject to the provisions of the Acts and, in particular, to their being duly authorised pursuant to Section 20 of the 1983 Act, to allot the relevant shares, to offer to the Holders of Ordinary Shares the right to elect to receive in lieu of any dividend or proposed dividend or part thereof an allotment of additional Ordinary Shares credited as fully paid. In any such case the following provisions shall apply:

(i)

The basis of allotment shall be determined by the Directors so that, as nearly as may be considered convenient in the Directors’ absolute discretion, the value (calculated by reference to the average quotation) of the additional Ordinary Shares (excluding any fractional entitlement) to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the “average quotation” of an Ordinary Share shall be the average of the five amounts resulting from determining whichever of the following ((A), (B) or (C) specified below) in respect of Ordinary Shares shall be appropriate for each of the first five business days on which Ordinary Shares are quoted “ex” the relevant dividend and as determined from the information published by the relevant securities exchange on which the Company’s shares are listed reporting the business done on each of these five business days:-

(A)

if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(B)

if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(C)

if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day;

and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the average quotation. If the means of providing the foregoing information as to dealings and prices by reference to which the average quotation is to be determined is altered or is replaced by some other means, then the average quotation shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the relevant securities exchange on which the Company’s shares are listed or its equivalent.

(ii)

The Directors shall give notice in writing (whether in electronic form or otherwise) to the Holders of Ordinary Shares of the right of election offered 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. The Directors may also issue forms under which Holders may elect in advance to receive new Ordinary Shares instead of dividends in respect of future dividends not yet declared (and, therefore, in respect of which the basis of allotment shall not yet have been determined).

(iii)

The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which the right of election as aforesaid has been duly exercised (the “Subject Ordinary Shares”) and in lieu thereof additional Ordinary Shares (but not any fraction of a share) shall be allotted to the Holders of the Subject Ordinary Shares on the basis of allotment determined aforesaid and for such purpose the Directors shall capitalise, out of such of the sums standing to the credit of any of the Company’s reserves (including any capital redemption reserve fund or share premium account) or to the credit of the profit and loss account as the Directors 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 unissued Ordinary Shares for allotment and distribution to and amongst the Holders of the Subject Ordinary Shares on such basis.

(c)

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 dividend or share election in lieu.

(d)

The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation with full power to the Directors to make such provisions as they think fit where shares would otherwise have been distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded and the benefit of fractional entitlements accrues to the Company rather than to the Holders concerned). The Directors may authorise any person to enter on behalf of all the Holders interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

(e)

The Directors may on any occasion determine that rights of election shall not be offered to any Holders of Ordinary Shares who are citizens or residents of any territory where the making or publication of an offer of rights of election or any exercise of rights of election or any purported acceptance of the same would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

120.	Capitalisation of non-distributable profits and reserves

Without prejudice to any powers conferred on the Directors as aforesaid, the Company in general meeting may resolve, on the recommendation of the Directors, that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the

Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the Company (or such other person as may be nominated by those members by notice in writing to the Company) who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions) and the Directors shall give effect to such resolution.

121.	Implementation of capitalisation issues

Whenever such a resolution is passed in pursuance of either of the two immediately preceding Articles the Directors shall make all appropriations and applications of the undivided profits 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 provisions as they shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, either to disregard such fractions or to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale to and for the benefit of the Company or to and for the benefit of the members otherwise entitled to such fractions in due proportions) and to authorise any person to enter on behalf of all the members concerned 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 become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be binding on all such members.

PART XXIII – NOTICES

122.	Notices in writing

Any notice to be given, served or delivered pursuant to these Articles shall be in writing (whether in electronic form or otherwise).

123.	Service of notices

(a)

A notice or document (including a share certificate) to be given, served or delivered in pursuance of these Articles may be given to, served on or delivered to any member by the Company: -

(i)

by handing same to him or his authorised agent;

(ii)

by leaving the same at his registered address;

(iii)

by sending the same by the post in a pre-paid cover addressed to him at his registered address; or

(iv)

by sending, with the consent of the member, the same by means of electronic mail or other means of electronic communication approved by the Directors, with the consent of the member, to the address of the member notified to the Company by the member for such purpose (or if not so notified, then to the address of the member last known to the Company).

(b)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (i) or (ii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the member or his authorised agent, or left at his registered address (as the case may be).

(c)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

(d)

Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iv) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of forty-eight hours after despatch.

(e)

Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy, examiner or liquidator of a member shall be bound by a notice given as aforesaid if sent to the last registered address of such member, or, in the event of notice given or delivered pursuant to sub-paragraph (a)(iv), if sent to the address notified by the Company by the member for such purpose notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such member.

(f)

Without prejudice to the provisions of sub-paragraphs (a) (i) and (ii) of this Article, if at any time by reason of the suspension or curtailment of postal services within the State, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice issued through any regulatory news service of any securities exchange on which the Company’s shares are listed and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the said advertisement or advertisements shall appear. In any such case the Company shall put a full copy of the notice of the general meeting on its website and shall send confirmatory copies of the notice through the post to those members whose registered addresses are outside the State (if or to the extent that in the opinion of the Directors it is practical so to do) or are in areas of the State unaffected by such suspension or curtailment of postal services and if at least ninety-six hours prior to the time appointed for the holding of the meeting the posting of notices to members in the State, or any part thereof which was previously affected, has become practical in the opinion of the Directors, the Directors shall send forthwith confirmatory copies of the notice by post to such members. The accidental omission to give any such confirmatory copy of a notice of a meeting to, or the non-receipt of any such confirmatory copy by, any person entitled to receive the same shall not invalidate the proceedings at the meeting.

(g)

Notwithstanding anything contained in this Article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or other area other than the State.

(h)

Any requirement in these Articles for the consent of a member in regard to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, including the receipt of the Company’s audited accounts and the Directors’ and Auditor’s reports thereon, shall be deemed to have been satisfied where the Company has written to the member informing him/her of its intention to use electronic communications for such purposes and the member has not, within 4 weeks of the issue of such notice, served an objection in writing on the

Company to such proposal. Where a member has given, or is deemed to have given, his/her consent to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, he/she may revoke such consent at any time by requesting the Company to communicate with him/her in documented form PROVIDED HOWEVER that such revocation shall not take effect until five days after written notice of the revocation is received by the Company.

124.	Service on joint Holders

A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.

125.	Service on transfer or transmission of shares

(a)

Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title provided that the provisions of this paragraph shall not apply to any notice served under Article 70 unless, under the provisions of Article 70(b), it is a notice which continues to have effect notwithstanding the registration of a transfer of the shares to which it relates.

(b)

Without prejudice to the provisions of these Articles allowing a meeting to be convened by a notice issued through any regulatory news service of any securities exchange on which the Company’s shares are listed, a notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a member, addressed to them at the address, if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

126.	Signature to notices

The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.

127.	Deemed receipt of notices

A member present, either in person or by proxy, at any meeting of the Company or the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

PART XXIV – WINDING UP

128.	Distribution on winding up

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be

borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. Provided that this Article shall not affect the rights of the Holders of shares issued upon special terms and conditions.

129.	Sale by a liquidator

(a)

In case of a sale by the liquidator under Section 260 of the Companies Act, 1963, the liquidator may by the contract of sale agree so as to bind all the members for the allotment to the members direct of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting members conferred by the said Section.

(b)

The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.

130.	Distribution in specie

If the Company is wound up, the liquidator, with the sanction of a special resolution of the Company and any other sanction required by the Acts, may divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that no member shall be compelled to accept any assets upon which there is a liability.

PART XXV – MISCELLANEOUS

131.	Minutes of meetings

The Directors shall cause minutes to be made of the following matters, namely: -

(a)

of all appointments of officers and committees made by the Directors and of their salary or remuneration;

(b)

of the names of Directors present at every meeting of the Directors and of the names of any Directors and of all other members thereof present at every meeting of any committee appointed by the Directors; and

(c)

of all resolutions and proceedings of all meetings of the Company and of the Holders of any class of shares in the Company and of the Directors and of committees appointed by the Directors.

Any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matter stated in such minute without any further proof.

132.	Inspection and secrecy

The Directors shall determine from time to time whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members, not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Acts or authorised by the Directors or by the Company in general meeting. No member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it would be inexpedient in the interests of the members of the Company to communicate to the public.

133.	Closing Register of Holders or Fixing Record Date

(a)

For the purpose of determining Holders entitled to notice of or to vote at any meeting of Holders or any adjournment thereof, or Holders entitled to receive payment of any dividend, or in order to make a determination of Holders for any other proper purpose, the Board may provide, subject to the requirements of section 121 of the 1963 Act, that the Register of Holders shall be closed for transfers at such times and for such periods, not exceeding in the whole thirty (30) days in each year. If the Register of Holders shall be so closed for the purpose of determining Holders entitled to notice of or to vote at a meeting of Holders such Register of Holders shall be so closed for at least five (5) days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Holders.

(b)

In lieu of, or apart from, closing the Register of Holders, the Board may fix in advance a date as the record date (a) for any such determination of Holders entitled to notice of or to vote at a meeting of the Holders, which record date shall not be more than ninety (90) days nor less than ten (10) days before the date of such meeting, and (b) for the purpose of determining the Holders entitled to receive payment of any dividend, or in order to make a determination of Holders for any other proper purpose, which record date shall not be more than ninety (90) days prior to the date of payment of such dividend or the taking of any action to which such determination of Holders is relevant. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Directors.

(c)

If the Register of Holders is not so closed and no record date is fixed for the determination of Holders entitled to notice of or to vote at a meeting of Holders or Holders entitled to receive payment of a dividend, the date immediately preceding the date on which notice of the meeting is deemed given under these Articles or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Holders. When a determination of Holders entitled to vote at any meeting of Holders has been made as provided in these Articles, such determination shall apply to any adjournment thereof; provided, however, that the Directors may fix a new record date of the adjourned meeting, if they think fit.

134.	Destruction of records

The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six years from the date of registration thereof, all notifications of change of address howsoever received at any time after the expiration of two years from the date of recording thereof and all share certificates and dividend mandates which have been cancelled or ceased to have effect at any time after the expiration of one year from the date of such cancellation or cessation. It shall be presumed conclusively 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 duly and properly registered and every share certificate so destroyed was a valid and effective document 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. Provided always that:-

(a)

the provision aforesaid shall apply 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;

(b)

nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and

(c)

references herein to the destruction of any document include references to the disposal thereof in any manner.

135.	Untraced shareholders

(a)

The Company shall be entitled to sell at the best price reasonably obtainable any share of a Holder or any share to which a person is entitled by transmission if and provided that:-

(i)

for a period of twelve years no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the Holder or to the person entitled by transmission to the share at his address on the Register or the other last known address given by the Holder or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the Holder or the person entitled by transmission (provided that during such twelve year period at least three dividends shall have become payable in respect of such share);

(ii)

at the expiration of the said period of twelve years by advertisement in a national daily newspaper published in the State and in a newspaper circulating in the area in which the address referred to in sub-paragraph (a)(i) of this Article is located the Company has given notice of its intention to sell such share;

(iii)

during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale the Company has not received any communication from the Holder or person entitled by transmission; and

(iv)

the Company has first given notice in writing to the relevant securities exchange on which the Company’s shares are listed of its intention to sell such shares.

(b)

To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such share and such instrument of transfer shall be as effective as if it had been executed by the Holder or the person entitled by the transmission to such share. The transferee shall be entered in the Register as the Holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

(c)

The Company shall account to the Holder or other person entitled to such share for the net proceeds of such sale by carrying all moneys in respect thereof to a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such Holder or other person. Moneys carried to such separate account may be either employed in the business of the Company or invested in such investments as the Directors may think fit, from time to time.

(d)

Where a share, which is to be sold as provided in this Part XXV, is held in uncertificated form, the Directors may authorise some person to do all that is necessary under the 1996 Regulations to change such share into certificated form prior to its sale under this Article 135.

136.	Indemnity

(a)

Subject to the provisions of and so far as may be admitted by the Companies Acts, every Director and Secretary shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto including any liability incurred by him or her in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him or her as an officer or employee of the Company and in which judgement is given in his or her favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or his or her part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the Court.

(b)

As far as permissible under the Companies Acts, the Company shall indemnify any current or former executive of the Company (excluding any Directors or Secretary) or any person who is serving or has served at the request of the Company as a director, executive or trustee of another company, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, to which he or she, or he or she was, is, or is threatened to be made a party by reason of the fact that he or she, or he or she is or was such a director, executive or trustee, provided always that the indemnity contained in this Article 136(b) shall not extend to any matter which would render it void pursuant to the Companies Acts.

(c)

In the case of any threatened, pending or completed action, suit or proceeding by or in the right of the Company, the Company shall indemnify each person indicated in Article 136(b) of this Article against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defence or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company unless and only to the extent that the Court or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.

(d)

As far as permissible under the Companies Acts, expenses, including attorneys’ fees, incurred in defending any action, suit or proceeding referred to in Articles 136(b) and 136(c) of this Article may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorised by the Board in the specific case upon receipt of an undertaking by or on behalf of the director, executive or trustee, or other indemnitee to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Company as authorised by these Articles.

(e)

It being the policy of the Company that indemnification of the persons specified in this Article shall be made to the fullest extent permitted by law, the indemnification provided by this Article shall not be deemed exclusive (a) of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Memorandum, Articles, any agreement, any insurance purchased by the Company, any vote of Holders or disinterested Directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in her official capacity and as to action in another capacity while holding such office, or (b) of the power of the Company to indemnify any person who is or was an employee or agent of the Company or of another company, joint venture, trust or other enterprise which he or she is serving or has served at the request of the Company, to the same extent and in the same situations and subject to the same determinations as are hereinabove set forth with respect to a director, executive or trustee. As used in this paragraph (b), references to the “Company” include all constituent companies in a consolidation or merger in which the Company or a predecessor to the Company by consolidation or merger was involved. The indemnification provided by this Article shall continue as to a person who has ceased to be a director, executive or trustee and shall inure to the benefit of the heirs, executors, and administrators of such a person.

(f)

The Directors shall have power to purchase and maintain for any Director, the Secretary or other officers or employees of the Company insurance against any such liability as referred to in Section 200 of the 1963 Act or otherwise.

(g)

The Company may additionally indemnify any employee or agent of the Company or any director, executive, employee or agent of any of its subsidiaries to the fullest extent permitted by law.

EX-4.1 5 d451503dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

LOGO

. ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# ORDINARY SHARES ORDINARY SHARES PO PAR VALUE $0.01 THIS CERTIFICATE IS TRANSFERABLE MR ADD ADD ADD ADD IN CANTON, MA, JERSEY CITY, NJ AND 4 3 2 1 A BOX COLLEGE STATION, TX DESIGNATION SAMPLE Certificate Shares 43004, 000000 (IF Number 000000 ANY) ZQ00000000 000000 Providence, GLOBOFORCE GROUP PLC 000000 RI 000000 INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF IRELAND Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample 02940 Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr. Alexander David - THIS CERTIFIES THAT 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. 3004 Alexander David Sample Mr. Alexander David Sample Mr. Alexander David Sample Mr Alexander David Sample Mr. Alexander David Sample CUSIP G4001L 10 7 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 SEE REVERSE FOR CERTAIN DEFINITIONS 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 is the owner of 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 FULLY-PAID ORDINARY SHARES OF THE Globoforce Group plc (hereinafter called the “Company”). This Certificate and the shares represented Total DTC hereby, are issued and shall be held subject to all of the provisions of the Articles of Association, as amended, of Holder CUSIP the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each Number Certificateof Insurance ID holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Value Transfer Agent and Registrar. Transaction Shares 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Numbers Given under the official seal of the Company by its duly authorized officers. DATED DD-MMM-YYYY FACSIMILE SIGNATURE TO COME COUNTERSIGNED AND REGISTERED: Num/No 12345678901234512345678 COMPUTERSHARE TRUST COMPANY, N.A. 666 555 444 333 222 111 Denom. Director TRANSFER AGENT AND REGISTRAR, Total.XXXXXX FACSIMILE SIGNATURE TO COME 7 00.1,000,000 XX 123456 XXXXXXXXXX X By Secretary AUTHORIZED SIGNATURE

LOGO

The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state. For value received, hereby sell, assign and transfer unto Shares Attorney Dated: 20 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. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) of the ordinary shares represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said shares on the books of the within-named Company with full power of substitution in the premises. . 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. 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 UNIF TRF MIN ACT - ............................................Custodian (until age ................................) and not as tenants in common (Cust) .............................under Uniform Transfers to Minors Act ................... (Minor) (State) Additional abbreviations may also be used though not in the above list. GLOBOFORCE GROUP PLC THE TRANSFER OF THESE SHARES REPRESENTED BY THIS CERTIFICATE REQUIRES THE COMPLETION OF A SPECIALIZED STOCK TRANSFER FORM AND MAY BE SUBJECT TO IRISH STAMP DUTY. PLEASE CONTACT THE TRANSFER AGENT FOR ADDITIONAL INFORMATION. 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.

EX-10.13 6 d451503dex1013.htm EX-10.13 EX-10.13

Exhibit 10.13

GLOBOFORCE GROUP PUBLIC LIMITED COMPANY

2014 EMPLOYEE SHARE PURCHASE PLAN

The purpose of the Globoforce Group Public Limited Company 2014 Employee Share Purchase Plan (“the Plan”) is to provide eligible employees of Globoforce Group Public Limited Company (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase Ordinary Shares in the capital of the Company, having nominal value US$ 0.01 per share (the “Shares”). 350,000 Shares in the aggregate 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 will make one or more offerings to eligible employees to purchase Shares under the Plan (“Offerings”). Unless otherwise determined by the

Administrator, the initial Offering will begin on June 1, 2014 and will end on the following November 30^th (the “Initial Offering”). Thereafter, unless otherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each December 1^st and June 1^st and will end on the last business day occurring on or before the following May 31^st and November 30^th, 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 and have completed at least six months of employment. 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.

4. Participation.

(a) Participants in Offerings. 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 Shares in each Offering in accordance with the terms of the Plan and (c) specify the exact name or names in which 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 1 percent up to a maximum of 10 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 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 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 Shares determined by dividing such Participant’s accumulated payroll deductions on such Exercise Date by the Option Price, (b) 2,500 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 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 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 shares possessing 5 percent or more of the total combined voting power or value of all classes of shares 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 share ownership of a Participant, and all shares which the Participant has a contractual right to purchase shall be treated as shares owned by the Participant. In addition, no Participant may be granted an Option which permits his or her rights to purchase shares under the Plan, and any other employee share 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 shares (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 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; provided that, with respect to the Initial Offering, the exercise of each Option shall be conditioned on the closing of the Company’s Initial Public Offering on or before the Exercise Date. Any 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 Shares. Registration in book entry form or electronic delivery to the Depository Trust Company representing 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. Shares may be issued upon exercise of an Option from authorized but unissued Shares, from shares held in the treasury of the Company, or from any other proper source.

11. Definitions.

The term “Compensation” means the amount of total cash compensation, prior to salary reduction pursuant to Sections 125, 132(f) or 401(k) of the Code, including base pay, overtime, commissions, and incentive or bonus awards, but excluding allowances and reimbursements for expenses such as relocation allowances or travel expenses, income or gains on the exercise of Company share options, and similar items.

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 shareholders. The current list of Designated Subsidiaries is attached hereto as Appendix A.

The term “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 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. Notwithstanding the foregoing, if the date for which Fair Market Value of the Shares is determined is the first day when trading prices for Shares are reported on NASDAQ or another national securities exchange, the Fair Market Value of the Shares 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.

The term “Initial Public Offering” means the consummation of 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 Shares.

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.

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 Shareholders. 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 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 the Shares. In the event of a subdivision of outstanding Shares, the payment of a dividend in Shares or any other change affecting the 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.

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 shareholders, no amendment shall be made increasing the number of shares approved for the Plan or making any other change that would require shareholder 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 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 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 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 Ireland, applied without regard to conflict of law principles.

23. 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 (including, without limitation, levies, social security charges and contributions, other than employer social security contributions) from any payment of any kind otherwise due to the Participant, including shares issuable under the Plan.

24. 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.

25. Employment and Other Rights. Neither the Plan nor any Option shall confer upon any Participant any right with respect to continuing the Participant’s employment relationship with the Company or any Designated Subsidiary. The Plan shall not form part of any contract of employment between the Company or any Designated Subsidiary and any employee. Any

benefit to an employee under the Plan shall not form part of his or her remuneration or count as remuneration for pension fund or other purposes. Subject to Section 12, it shall be a condition of the Plan that, in the event of the termination of a Participant’s status as an employee (for whatever reason), he or she shall not be entitled to any remuneration whatsoever by reason of any alteration or termination, thereon, of his or her rights or expectations under the Plan.

26. Brokerage Account. At the Company’s election, the delivery of any Shares to be issued under the Plan may occur through a transfer agent or brokerage account established for this purpose (including an account with the Depository Trust Company) and the Company may require as a condition to participation in the Plan that each Participant establish an account with a brokerage firm selected by the Company.

27. Trading Policy Restrictions. Option exercises under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

28. 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 shareholders at which a quorum is present or by written consent of the shareholders and that the Initial Offering shall begin on June 1, 2014, provided that the Company’s Initial Public Offering has occurred by such date.

APPENDIX A

Designated Subsidiaries

Globoforce, Inc.

Globoforce UK Limited

Globoforce Canada Inc.

EX-10.17 7 d451503dex1017.htm EX-10.17 EX-10.17

Exhibit 10.17

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made as of the 19th day of September, 2013 (the “Effective Date”), between Globoforce Limited (the “Company”), and Jonathan Hyland (the “Executive”).

WHEREAS, any prior offer letter, employment agreement and/or service agreement between the Company and the Executive shall be fully superseded by this Employment Agreement (“Agreement”) except that the Preserved Agreements, as defined below, shall continue to be in full force and effect; and

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment.

(a) Term. The term of this Agreement shall commence on the Effective Date and continue until terminated in accordance with the provisions of Section 3 (the “Term”).

(b) Position and Duties. During the Term, the Executive shall serve as the Chief Technology Officer of the Company. The Executive shall have such powers and duties as may from time to time be prescribed by the Board of Directors of the Company (the “Board”). The Executive acknowledges that he will be expected to perform and carry out all job duties, acts and obligations and to comply with such directions as may be designated by the Board to be reasonably consistent with his position. The Executive acknowledges that during the course of his employment with the Company, it may be necessary to expand his duties within the general scope of his position. The Executive shall devote unless prevented by illness, his full time and efforts during normal business hours to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board and do not interfere with the Executive’s performance of his duties to the Company as provided for in this Agreement.

(c) Place of Work. The Executive’s normal place of work shall be the Company’s Dublin offices but the Executive shall be required to travel extensively. The Company reserves the right to require the Executive to work at any other location at which it carries on business from time to time. For the efficient discharge of the Executive’s duties, the executive may be required to travel to and work at such other Company locations as the Company may reasonably require from time to time.

2. Compensation and Related Matters.

(a) Base Salary. During the Term, the Executive’s base salary shall be paid at the rate of EUR155,250 per year (and pro rata for any lesser period). The Executive’s base salary may be reviewed by the Board or the Compensation Committee in its discretion. The annual base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable monthly into a bank account of the Executive’s nomination less statutory and other agreed deductions and withholdings and shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.

(b) Incentive Compensation. During the Term, the Executive shall be eligible to participate in the Company’s Management Bonus Plan or other applicable bonus plan in force from time to time. The Executive’s target annual incentive compensation shall be EUR 45,000 gross. The Executive’s Incentive Compensation may be redetermined by the Board or the Compensation Committee in its absolute discretion. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid and is not payable if the Executive is under notice of termination (whether given by the Executive or the Company for Cause) at or prior to the date when incentive compensation might otherwise have been payable. Any incentive compensation will be paid in accordance with the rules of the bonus scheme then in force, which rules are subject to amendment from time to time. Incentive compensation payments are not guaranteed and are payable in accordance with the terms of the bonus scheme then in force and conditional upon the achievement of Company performance, profits, and individual performance targets as communicated to the Executive from time to time

(c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company and as may be amended from time to time.

(d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans, not limited to Company VHI for the Executive, his spouse and children under Company Plan Plus Level 2, income protection and death in service. In particular, the Company may put in place pension arrangements for the Executive at its sole discretion. Further details on any proposed pension arrangements will be provided to the Executive by the Company on request.

(e) Annual Leave. During the Term, the Executive shall be entitled to 22 working days paid annual leave per annum (in addition to statutory bank and public holidays). Annual leave is to be taken in accordance with the provisions of the Organisation of Working Time Act, 1997. All annual leave entitlement must be taken in the relevant leave year. In exceptional circumstances, and with the prior written consent of the Company, unused leave may be carried forward from one leave year to the next.

Upon termination of employment, annual leave entitlement will be calculated according to completed service in that leave year. Where annual leave taken exceeds the entitlement accrued up to the termination date, the Company will deduct the equivalent of the payments made for such additional days from the Executive’s final pay. Where annual leave taken is less than the

entitlement accrued up to the termination date, the Executive shall be entitled to be paid in lieu of accrued but untaken holiday. The Company may require the Executive to take any outstanding holiday entitlement during his notice period.

3. Termination. During the Term, the Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

(a) Death. The Executive’s employment hereunder shall terminate upon his death.

(b) Disability. The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician approved by the Company (such approval not to be unreasonably withheld) to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive.

(c) Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct (after written warning) by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any act involving deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in injury or reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were retained in his position; (iii) continued non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the Board; or (iv) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or deliberate failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(d) Termination Without Cause. Subject to not infringing the Executives statutory and common law rights, the Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

(e) Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s consent: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f) Notice of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto providing not less than 1 month prior notice or such extended period as is required by law.

(g) Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by his death, the date of his death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b) or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company without Cause under Section 3(d), the date on which a Notice of Termination is given (if a payment in lieu of notice is made to include incentive compensation due for the payment on a date before the Notice of Termination expires) or the date on which the Notice of Termination expires as determined by the Company; (iv) if the Executive’s employment is terminated by the Executive under Section 3(e) without Good Reason, the expiry of the Notice of Termination, and (v) if the Executive’s employment is terminated by the Executive under Section 3(e) with Good Reason, the expiry of the Notice of Termination after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination (if a payment in lieu of notice is made to include incentive compensation due for the payment on a date before the Notice of Termination expires) and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

(h) Suspension. The Board may at any time, and whether pending an investigation or any disciplinary hearing involving the Executive or during the whole or any part of a period of notice to terminate the Executive’s employment, suspend and/or require the

Executive by notice in writing not to attend for work and/or perform the Executive’s functions hereunder. The Executive may also during any period of suspension be required not to communicate with suppliers, customers, other business connections or other employees of the Company and/or its associated companies and may be relieved of some or all of the Executive’s powers and duties. The exercise of any or all of its powers under this clause by the Board on behalf of the Company shall not relieve the Company of its obligations to pay such salary and other benefits as are due to the Executive under this Agreement nor shall it relieve the Executive of any other obligations to the Company under this Agreement. The exercise of any or all of its powers under this clause by the Board shall not amount to or be treated by the Executive as a repudiation of this Agreement or as the termination of the Executive’s employment by the Company.

(i) Resignation from Office. Upon the termination of this Agreement for whatsoever reason, the Executive shall, unless required by the Board not to do so, resign without claim for compensation from any offices held by the Executive in the Company and/or in any of its associated companies and in the event of the Executive’s failure to do so, the Board is irrevocably authorised to appoint some person as the Executive’s attorney in the Executive’s name and on the Executive’s behalf to execute all documents and to do all things requisite to give effect thereto.

4. Compensation Upon Termination.

(a) Termination Generally. If the Executive’s employment with the Company is terminated for any reason (save for Cause), the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) (i) any Base Salary earned through to the expiry of the Notice of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and any accrued but untaken annual leave; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”). Where the Executive’s employment is terminated for Cause, the Company reserves the right to terminate the Executive’s employment without notice (or payment in lieu thereof). Notwithstanding anything herein contained, the Company shall be entitled to make the appropriate payment to the Executive in respect of salary and other emoluments in lieu of any period of notice which he is entitled to receive or required to give.

(b) Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

(i) the Company shall pay the Executive severance pay equal to seventy-five percent (75%) of the Executive’s Base Salary (the “Severance Amount”); and

(ii) the Company shall discharge the cost of the Executives private health insurance cover then in force for 9 months after the Termination Date.

(iii) the amount payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Separation Agreement and Release and the Employee Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches either such agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to this Section 4 without affecting the Executive’s release or Executive’s obligations under the Employee Agreement and the Separation Agreement and Release.

For the avoidance of doubt, the parties expressly agree that nothing in this clause shall in any way effect the Executives statutory or common law rights.

5. Change in Control Payment. The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

(a) Change in Control. During the Term, if within 12 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

(i) the Company shall pay the Executive an amount equal to the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Incentive Compensation (collectively the “Change in Control Severance Amount”) . For purposes of this Agreement, “Target Incentive Compensation” shall mean the Executive’s target bonus for the current fiscal year. In no event shall “Target Incentive

Compensation” include any sign-on bonus, retention bonus or any other special bonus. Such Change in Control Severance Amount shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and

(ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Executive (“Executive’s Outstanding Equity”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination. In the interest of clarity Executive’s Outstanding Equity shall remain outstanding following the Date of Termination to the extent necessary to effectuate the foregoing, but shall terminate in accordance with their terms in the event that the Separation Agreement and Release does not become effective;

(iii) The amounts payable under this Section 5(a) shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

(iv) The Company shall discharge the cost of the Executives private health insurance cover then in force for 12 months after the Date of Termination.

(b) Definitions. For purposes of this Section 5, the following terms shall have the following meanings:

“Change in Control” shall mean “Sale Event,” as such term is defined in the Globoforce Limited 2012 Stock Option and Incentive Plan.

For the avoidance of doubt, the parties expressly agree that nothing in this clause shall in any way effect the Executives statutory or common law rights.

6. Confidential Information, Noncompetition and Cooperation. As a material term of this Agreement, the Executive hereby reaffirms the Globoforce Noncompetition Nondisclosure and Developments Agreement that Executive entered into with the Company (“Employee Agreement”) attached hereto as Exhibit A, the terms of which are hereby incorporated by reference as material terms of this Agreement. The Executive acknowledges and agrees that, for purposes of the Employee Agreement, the Company shall include the Company, the Parent and affiliated entities.

7. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, provided the Employee Agreement, the 2013 Compensation Plan, any executed indemnification agreement between the Company and the Executive, the Globoforce Limited 2012 Stock Option and Incentive Plan and, except to the extent modified by this Agreement, any stock option agreements and other stock-based award agreements governing Executive’s Outstanding Equity(collectively the “Preserved Agreements”) shall remain in full force and effect.

8. Withholding. All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

9. Data Protection. The Company holds personal information about it employees including the Executive. This data is subject to the Data Protection Acts 1988 and 2003. The Company may from time to time, require that the personal information is transferred to associated companies or selected service providers, including companies outside the European Union. By signing this Agreement the Executive gives explicit consent (as defined in the Acts) to the Company processing, both manually and by electronic means, the Executive’s personal and sensitive personal data for the purposes of the administration and management of the Executive’s employment and/or the Company’s business. The Company will treat all personal/sensitive personal data as confidential and will not use or process it other than for legitimate purposes. The Company will ensure that the information is accurate, kept up to date and not kept for longer than is necessary. Measures will also be taken to safeguard against unauthorised or unlawful processing and accidental loss or destruction or damage to the data.

10. Successor to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to the Executive’s death (or to his estate, if the Executive fails to make such designation).

11. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

12. Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

13. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

14. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Ireland the parties hereto expressly agree that nothing herein contained shall prejudice the Executives statutory and common law rights. In addition the parties expressly agree to submit to the jurisdiction of the Irish courts in relation to any dispute or matter arising hereunder.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

18. Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

19. Gender Neutral. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

[Remainder of Page is Intentionally Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.


GLOBOFORCE LIMITED

By:		/s/ Eric Mosley
Its:		CEO
Date:		September 19, 2013

JONATHAN HYLAND

/s/ Jonathan Hyland
Name

September 19, 2013
Date

Exhibit A

Previously executed Globoforce Noncompetition, Nondisclosure

and Developments Agreement

EX-23.1 8 d451503dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

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 March 3, 2014, in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-192234) and related Prospectus of Globoforce Group plc for the registration of its ordinary shares.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 3, 2014

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