EFTA01382774.pdf

N- I/A Table of Contrail The following table shows the initial public offering price. underwriting discounts and commissions. and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares. licr %%Minot With Share () Option Initial public offering price $ $ Underwriting discounts and commissions $ $ Proceeds, before expenses, to us $ $ The expenses of the offering, not including the underwriting discounts, arc estimated at $7 million and are payable by us. We have agreed to reimburse the underwriters for expenses relating to clearing of this offering with the Financial Regulatory' Authority in an amount up to $100,000. Option to Purchase Additional Shares We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to 24,000,000 additional shares at the public offering price, less the underwriting discount. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter's initial amount reflected in the above table. No Sales of Similar Securities We, our executive officers and directors and the holders of substantially all of our common stock prior to this offering have agreed, for 180 days after the date of this prospectus, without first obtaining the written consent of both Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, not to directly or indirectly: • offer, sell, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to. or might reas3nably be expected to, result in the disposition of) any shares of our capital stock or any securities convertible into, or exercisable or exchangeable for such capital stock; • file or participate in the filing of a registration statement with the SEC in respect of, or a4ablisii or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and related rules and regulations. any shares of our capital stock or any securities convertible into, or exercisable or exchangeable for such capital stock; or • publicly announce an intention to effect any such transaction. The restrictions in the preceding paragraph relating to us are subject to certain limited exceptions, including, among others: (1) the issuance of securities in connection with acquisitions. joint ventures, commercial relationships. or other strategic transactions, provided that the aggregate number of securities sold or issued does not exceed 5% of the aggregate number of shares of common stock outstanding immediately following the completion of this offering, and provided further that the recipient of the securities enters into a lock-up agreement with the underwriters for the remainder of the 180-day lock-up period and (2) the issuance of securities pursuant to equity awards or employee benefits plans or arrangements described in this prospectus. In addition, the restrictions in the preceding paragraph relating to our executive officers and directors and the holders of substantially all of our common stock are subject to certain limited exceptions. including, among others: (I) the sale of shares of our common stock acquired in open-market transactions after the completion of this offering and (2) the sale of shares of our common stock pursuant to a written plan in effect on the date hereof meeting the requirements of Rule l0bs-I under the Exchange Act. 237 http://nwsce.gov/Arehi vestedgar/datat883980/000119312515334479/d31022dsla.htmill0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082257 CONFIDENTIAL SONY GM_00228441 EFTA01382774