EFTA01366736.pdf

Amendment #4 Page 307 of 868 tbele..91.fleffmkt appropriate claim for refund well the IRS Non-U S holders shouti corsut their tax advisors regarding ore applicable vntrholding tax rules aro tee posso,:ity of ottaning a refund at any over-withheld amounts Gain on disposition of shares of Class A common stock Subject to the discussion below on backupwenn:Ong and FATCA vnthrolckng, arty Sion realized by a non-U S holder on the sale. exchange or other deposition of shares d ow Class A cannon stock generally will not to suttect to United States federal income tax unless • the gain is eftectwely comected with a trade or business of the ron-U.S holder n the Umted States (and if required by an apple** income tax treaty. is attributable to a Unted Slates permanent establishment). • the non-U.S holder la an individual whoa preset in the United Sties fa 183 days or more n the taxable year of that digestion. and certain other caxl0ons are met et we are or have been a United States real property Poring corpowitort a USRFs4C.* for United Stales federal neon* tax purposes at any tme durirg the shorter of the five-year period erdrg on the date of the deposition or the period that the non-US holder held shares of our Class A common stock, or the appeal* period she case of a non-U.S holder desadoed in the first Cul lel pont above, any gun generally will be sutra to United States federal noome tax on a net income basis in the sane manner as i the non-U S holder were a Unred States person as defined under the Code (urges*, an app Cabe income tax treaty provides otherwise). and a non- U.S. holder that is a foreign corporation may also be subject to the branch profits tax at a rale of 30% on as effectively connected earrings and profits (tutted to adjustments), unless an applicable income tax treaty provides othenvse Except as otherwise provided by an applcatle intone tax treaty. an indmdual non-U.S holder described n the second bullet port above will be subject to a hat 30% tax on any gain derived from the depositon, which may be offset by certain United Slates source captal bsses We are not <weary, and, although no assurance can be gwen. do not anticipate becanirg. a USRR-C Information reporting and backup withholding We must report aridly to the IRS and to you the amount of dividends peid to you and the amount of lax. if any. withheld wth respect to such dividends. The IRS may make this iriormabon avelable to the tax authontes in the country in which you are resort In Merton you may be subsea to +treaton reportro requirements and backup wMholding with respect to dividends pad on, and the proceeds of °spawn:in of, shares of our Class A common stook unless generally, you certify under penalties of perjury (Lewdly on IRS Form W-88EN a IRS Form W-BEEN-E) Vet you are not a United States person or you otherwise establish an exemption Motional Merl relateg to information repattna reithrernmes and backup withholding with respect to payments d me proceeds from rte deposition Cl snares of our Class A cannon stock are as latches • If the proceeds are paid to or menial the united States office a a broker, the proceeds generally we be subject to backup withholding and information reporting, unless you catty under penalties of palsy (usually on IRS Form W-88EN or IRS Form W-88EN-E) that you are not a Untied States person or you otherwise establish en exemption • if tre proceeds are mid toot through a non-U S. office 01411:Joker that is not a United Slates person and is not a tarter person with certain speofied united States connectors. a 'US -related person; information recoiling and backup withholding generallywe rot apply 299 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-0058264 CONFIDENTIAL SDNY_GM_00204448 EFTA01366736