EFTA01366737.pdf

Amendment #4 Page 308 of 868 Tehlr Ifeole•et• • if the proceeds are poet to or Troup a non-u S office of a broker that is a united States person or a U S -related person. the proceeds generality will be subsea to information reportng (but not to backtowithhoicling) unless you ceraty under penaltes et penury (usin of on IRS Form WraBEN or RS Form W-SEEN-E) Wet you are not a United Slates person or you otherwise &median an exemption Backup witholding 4 not an additional tax Any amounts vnthlyla under the backup wihholding riles may be allowed as a refund or a credit aganst you tinted Stales federal income tax liability. provided the required information is timely furnehed by you to the IRS Legislation affecting taxation of common stock held by or through foreign entities Legislator enacted in 2010, 'crown as the Foreign Atxxx✓t Tax Complarce Act or 'FATCA,' general), imposes a withiseirg tax cs 30% on deciend income Iran ou Gess A corrynon stook arc on ire gross proceeds of a sale or otrer disposition of our Qass A cornnon eock if the peymerts are made to certain foreign entries unless certain di trice. receding withhoflog and certification obligeons and reourernents are met Payments subject to withholding under FATCA include dwxiends on Class Acommon stock and after December 31. 2016, payments cf gross proceeds from a sale or ether dsposuon of Class A coithnon slack In the absence of an septic-at* exemption the wthholdng kinder FATCA described above generally apes to payrrents of dvidendsor gems proceeds made top) a 'foreign financial institution' (as a beret oal owner or an nterrnedary) triess such este:ten enters into an agreement w4h the United States government to coteci and provide to the United Slates tax OUth011OOS substantial information regarding United States account hoiders of such instittion (which would include certain equity and deg holders of such institution as well es certain account holders the are foreign entities with Voted States owners) and (u) a foreign entity acting as a beneficial owe, ce an irterrnediary that is not a 'foreign frencial institution,' unless such truly makes a certification identifying its substantial United Stales owners (as defined for Ins pirpose) or makes a cenucaton that soon forego', entity does not rave any stestantral Unted States owrers Veirechoing under FATCA generally will not be recite -ea a hinted Dy bilateral name tax treaters However, a non-U S holder may be exempt from FATCA withholding under an appicade nergovernmental agreement between the United Slates and a foreign government meting to the implementalon of FATCA, provided Val the non-U S holder and the foreign goverment comply with the terms of the agreement Under certain circumstances, a non-U S holder of our Class A common stock ingg ce °vibe for refunds or credits of such withholdirg taxes and a ron U S WOOF more be lectured to file a United States federal ncorne tax return to claim such refunds a credits Non-U S holders should consult their own lax advisors regarding tte implosions or this legs-fat on on their tarestment in our Class A common stock. United States federal estate tax Shares of our Class A common stock that are owned (or deemed to be owned) at the time of death by an rdvidual %no s not a citizen or resident of the United States (as 5f:coffee)/ defined for United States federal estate lax purposes) will be includable in such non-U S holder's goys estate for Lasted States federal esZte tax purposes. Un'eSS an aPPlieable estate lax treaty provides otherwee and therefore may be sawed to United Slats federal estate tax POTENTIAL PURCHASERS OF OUR CLASS A COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE UNITED STATES FEDERAL. STATE. LOCAL AND NON-U.S. INCOME. ESTATE AND OTHER TAX AND TAX TREATY CONSIDERATIONS OF PURCHASING. OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK. 300 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058265 CONFIDENTIAL SDNY_GM_00204449 EFTA01366737