EFTA01366478.pdf

Amendment #4 Page 49 of 868 Isk.k..0.51.1enIgS1 Material federal Income tax For a asoustion of the materiel United States federal 000rre tax consequences fret may be relevant to prospective consequences to non.U.S. holders investors who are non-U S holders, please read "Material United States federal income tax consequences to non-U.S. molders' Reserved share program At our request, the unclerwnters have reserved up to 5% oath& stores for sale at the need public offering price to persons who are drectors, officers or employees, or who are otherwise associated with to though a directed share program The nutter of shares avadatie for sale to the general pubic will to reduced by the number of directed shares purchased by participants ri the program. Except for certain of our officers. drectors and employees who have entered Into lock-up agreements. each person buyrg shares troop the directed share program has agreed that. for a period of Kr days from the date of this prospectus. he or she will not. withaut the prior written consent of J.P. Morgan Secisities LLC. Barclays Cagle Inc . Citgrcup Global Markets Inc. and Morgan Strew & Co LW cisme of or hedge any shares or any smarties corwertible into or excrongeetie for our common stock veth respect to shares archaised in the program Any (*rooted share, rot purchased will be offered by the underwriters to the general able on the same basis as all other shares offered We have agreed to indemnify the several urdenwiters against certain loblties and expenses indulirg rehires under the Sectsities Act, n conneCton with the sales Of the directed shares. See 'Undenvrtirg roareicts of storing' Conflicts of Interest Affiliates d J.P Morgan Secisibes LLC, Barclays Capital IM . CrigroLp Global Markets Inc Morgan Starrey &Co LLC. Goldman. Sachs a Co Memo Lynch Perce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. are lenders under Our Bridge Facility. As (resented in 'Use of proceeds' a portion of the net proCeeds of the Offering will be used to repay amounts then odstanchng under cur Escge Faculty Because affiliates Of J P. Morgan Secunbes LLC. Barclays Capital Inc . Crigroup Global Markets Inc and Morgan &Orley& Co LLC wild receive more Iron 5% of the net proceeds of the offering due to the repayment of amounts odes offing under our Bridge Facility. each of J P Morgan Seafarer LW, Barclays Capital Ire . Cegroup Global Markets Inc and Morgan Stoney a Co LW is deemed to have a conflict of invest under Rule 5121 of the Finance! irck.stry Regulatory /weedy, Inc , or •FINRA ' ACCordrOy, the offering will be conducted in compliance with FINRA Rule 5121. which requires, among other things that a 'waned independent underwriter" panceme in the preparation of, and exercee the usual standards of 'due diligence' with respect to. trio registration stetemerc and Ms prospectus BIG Pactual L/S Capital LLC has agreed to act as tie Qualified ride-wider ulderverner for this °nem° and to undertake the legal responsiotites and liabilities of an underwriter under the Securities Act, specitoaliy including those inherent in Season 11 of the Securities Ad. 41 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-0058006 CONFIDENTIAL SIDNY_GM_00204190 EFTA01366478