EFTA01366739.pdf

Amendment #4 Page 310 of 868 .cP0.9, " The urxlehwiting fee is equal to the public offerrg price per share less the amount paid be the uoderwriters to tits per snare Tne following table shows the per share and local undenwrong CISCOVIIS and commissiors to be pad to the underwriters assumng both no exercise and fill exercise of the widerwreers' option to purchase ad& onal shores Without With full option option exercise exercise Per Share Total We el also pay J P Morgan Securities LLC and Barclays CopiaI Inc a structuring fee equal to 1 25%a the gross proceeds of this offering for the evaluation, analysis and struck/mg or our company herd have aSo gamed to cotton of the underwriters a rght of first refusal, suited to certain limtations, to provide services with respect to cenedi of our future cremes and financings We estimate that the total expenses or this offering including registration, fling and KIM fees, printing fees and legal and accounting expenses, but exdixfirg the underwrong dscouros and comm:ssons and the structarg fee we be apaonmatey 58 0 mixt A prospectus in electronc format may be made avai Stile on the websites mos-tamed by one a mere unden.vriters. or sting group matters. if any, parties:0ton; in the offering The underwriters may agree to allocate a number of shares to unckownters and seem group members for sale to their online brokerage accourt holders. Internet distributions wait be allocated by the represertatives to underwriters and selling group members that may make Irternet dstnbutions on the same basis as other allocations We and each of our decors. directors and our Sponsor nave agreed with the undenatcrs, subsea to certan acceptors, rot to rasp:seder hedge any of that common stock or se:cunt:es convent:le into or exchangeable fa shares of common stock dJnng the period from the date of the prospectus conbnuing through the date 180 days after the dale of this prospectus. except wth the prior written consent of J P. Morgan Securities LLC. Barclays Capital Inc, Crtgroup Global Markets Inc and Morgan Stanley 8 Co. LLC Tre resInctors in the immediately preceding paragraph do not apply to • our entry into any agreement providng for the issuance of shares of Our Ctass A common stock or securdescorwentre into a exchangeable for shares of our Class Acornmon stock to any seller (or es aMliates) In ccnnecton with our segue/ton of energy wools (or equity interests therein), or the issuance of any such secuities to the seller (or its aMlistes) pursuant to any such agreement in an aggregate number or snares not to exceed 15% of the total renter of stares of our Class A common stock issued and outstanding farming tee completion of the offering (ircludirg any additional shares it Ire underwriters exercise that 30-day ocean to purchase ad/atonal Shan), So lent as any recipient of such secunnes K stand to the same lock-up restrictions described above • our Sponsors pledge of as or Global tits equity securities as cosaieral older the Sponsor Credit Ageement. or the transferring of such pledged shares or other secunues n the event the lenders urder Ire Sponsor Credit Agreement exercise their right to foreclose an such pledged sec noes, so long as any reapers ct such SeCintieS K Subted to the same lock-up restrictions descnbed atom,. and • certain other transfers, inclixIng, DU not limited to, transfers of stares of our Class A common stock or secures convertible no or exchangeable for shares of our Class Acommon stock acqured in open mike transactions after the complebon of this offering 00 fustian to a bona tide Mird-pany tender one, merger. consolidation or afar BMW transacton, (is) instant to our equity incentive or employee benefit plans and (M in certain ober transactions rot invoNing a disposition for value 302 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-0058267 CONFIDENTIAL SDNY_GM_00204451 EFTA01366739