EFTA01366732.pdf

Amendment #4 Page 303 of 868 ehlr n Copt*f‘ d this offering we intend to enter unto a registration rigrts agreement wen as Sponsor that win require us to register under the Securities Ad shares of our Class A comrron stock issued in such an exchange See'—Registration rigits • Rule 144 The stores of our Class A cannon stock being sad in the offering will generally be freely tradable without reencton a further registration under the Secure*, Act except that any snares ci our Class A common stock veld by an 'athlete of on may rot be resold publicly except in cemplance with the registration requirements of tte Sectriees Act or under an exernplon under Rule 144 or otherwise Rule 144 permits cur Class A common stock that has been acquired by a person Who is an affiliate of ours or tes been an affiliate of ours within the past so north., to be sold into the market in an amount that does not exceed, during any three-month perod the greater of: • 1% of the fetal number of stares of our Class A common stak °attending which will ecp-el approximately 1,095,097 shares alter this offering, or • the average weekly reported trading volume of our Class A common stock al the NASDAQ Global Select Market for the far calendar weeks pnor to the sale Such sales are also subject to specific manner-of -sae provisions, a six-month ncedng period requrement for restnaed sectoties, notice requirements and the availability of current public nfometion about us RJe 144 also provides that a person vino is rot deemed to have teen an affiliate of ours at ant time awing the six months preceding a see. and who has for at least so months teneficeiff owned share of our Class A common stock tel are restricted securities, will be entitled to freely tel such stares of our Class A ccmmon Steck surciect only to me availability d current pude information about us. A person who is rot deemed to have been an enlist& of ours at any erne during the so months preceding a sale aria who has fa at least me year beneficially owned shares d our Coss A common stock that are restricted secinees, we be entitled to freely sell such shares of Class A common stock under Rule 144 without regard to the Note information requirements of Rule 144 Lock-up agreements %A% and each of our dicers and directors and our Sponsor nave agreed with the underwriters subject to certain exceptions, not to dispose of or hedge any of the shares of our Class A common stock or secuntes (inoludirg Global LLC unrts)corivenbe into or exchangeable for. or that represent the nght to recewe shares of our Class A common stock doing the period from the date or this prospectus continuing trough the date that is 180 days after the date of thst; prospectus, except in connection wen the Wenn') or with the pnor written consent of J P. Morgan Secunbes LLC, Barclays Capital Inc Citgroup Global Markets Inc and Morgan Stanley 8 Co. LLC as representatwes of We underwniers in the offenng See 'UnderwMing (conflicts of interest)" The restnetons in the immediately preceding paragraph do not apply to • our entry into any agreement providng fa the issuance el shares of our Class A common sleek or securities convertible nto or exchangeable for shares of our Class A ccmmon stock to any seller fa its affiliates) in conrection with our acquit:4ton of energy alopecia (or equity interests therein). or the issuance of any such securities to the seller (or its affiliateS) pursuant to any such agreement in an aggregate number d shares net to exceed 15% of the fetal Motel Of Share; of Out Class A common stock issued and odstanding Icaorang Ire cornplebai of the offering (including any additional shares d the underwriters exercise thee 30-day option to purchase ad.:Monet Shiva). so Ong as any Wiped of such *etudes is sittec1to the same bck.di restrictions described above 295 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-0058260 CONFIDENTIAL SDNY_GM_00204444 EFTA01366732