EFTA01367292.pdf

Amendment #4 Page 863 of 868 sMe comile, Section 145 further au/tomes a corporation to purchase and maintain insurance on beret of any person whereat was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporator as a director, officer, employee or agent ct another corporation or enterprise, against any labdity asserted *garret him and incurred by hm m any such capacity, or arising out of his a her status as such, whether or not the corporation would otherwise have the power le indernrdy Ism under Secbon 145 Oar amended and restated taws tai provide Mat we must indemnify cur directors and offices to trie blest extent permitted by the OGCL and mist also pay expenses round in deferdmg any such proceedrig n advance d as final disposition upon delivery d an undertaking by or on befell of an indemnded person to repay all annulsso advanced d n staid to detained ulbrnatey that such person is not &Med to be it emitted. At intend to enter into indemnecaton agreements with certain of our exerottNe officers and check:a pursuant to which we will agree to indemnify such persons against all expenses and latiMies Mooned or paid by such person in connection with any proceeding aiming from the fact that such person e or was an officer or director of our company and to advance expenses as 'Mulled by a CO behalf Of such person in connection therewith The indemndomen rights set forth above stall MI tit exclusive of any other ngm which an indernrined person may lave or hereafter acquire under any statute, provision d our certificate of inwisintion our prbwt agreement. vote of stockholders or disinterested directors or </terms° AS expect to maintain standard policies cf ireurance t rat provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of City or other wrongful act and (2) to us wth respect to indemnifcabon payments that we may make to sum directors and officers The proposed form or Undenweng Agreement to be filed as Exhibit 1.1 to the Regstraton Statement will provide for indemrdcatIon of our directors and dicers by the widen...Mere party thereto against cerlatn liabilities See 'Item 17 Undertakings' for a deScnplico d the SEC's position regarding such indemnification Ixovisora Item 16. Recent sales of unregistered securities Except as set forth below. we have rot sold any secunties. registered or otherwise. wen) the past three years. except for the shares fl ied upon our fornetion bow sae shareholder On September 29. 2014 and March 31. 2015. we granted an aggregate of 20.450 shares and 35.245 shares of reelected stock respectively. to tartan of our executrees and other employees of SimEdson who wit provide services b us These grants of restncted securities were made in the ordinary course of business and did not involve any cash payments from the recipients The restricted secunbes did not involve a 'tale' of securities for purposes of Section 2(3) of the Securities Act and were otherwise made in reliance upon Rule 701 under the Securities Act On June 9. 2015. Baron Capital Management and Zimmer Partners entered into a stock purchase agreement withGlobal ri which they agreed to pschase 543.0 million and 525.0 mikort respectively, d is Class A comma, stock at a price per share eµal to the initial pink cherirg price in a separate prrvate placement transaction These share purchases are attest to certain customary clomp conditions and will be completed concurrertly with the closing of the ctfenrg eased on an assumed Mal pubic offering once of 520.00 per share. when is the mdociint of the range listed on the cover of this prospectus these purchasers will purchase an aggregate of 3.375.000 shares d as Class A cannon stock n this concurrere pciyAe pacement We read upon the 'prate placement' exemption from the regstratcn requirements of to Securities Act. provided by Section 4(a)(2) thereof in connecbonvnth the sale of these shares of Class A common Stock In that regard. we II-2 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-0058820 CONFIDENTIAL SDNY_GM_00205004 EFTA01367292