EFTA01381328.pdf

Form S-I Table of Contents Underwriting Discounts and Expenses The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to the selling stockholders per share of common stock. The underwriting fee is $ per share of common stock sold by the selling stockholders. No underwriting fee will be paid with respect to the shams to be issued by us to certain non-management employees. See "—The LOYAL3 Platform'. below. The following table shows the per share and total underwriting discounts and commissions to be paid to the undeiwriters assuming both no exercise and full exercise of the underwriters' ova-allotment option to purchase additional shares. Without exercise With full of over-allotment exercise of ov er- uption to allotment option purchase to purchase Paid by the selling stockholders additional shares additional shares Per Share Total We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately S . We have agreed to reimburse the underwriters for certain expenses in an amount up to $ . A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members. if any. participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations. Lock-up We will agree that we will not, subject to certain exceptions. (I) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option. right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock. or publicly disclose the intention to make any offer, sale, pledge. disposition or filing, or (2) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LI.0 and Citigroup Global Markets Inc. for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold or isard hereunder and any shares of our common stock issued upon the exercise of options granted under our existing equity incentive plans. Our executive officers, directors and all our existing stockholders, including the selling stockholders, will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, for a period of 180 days after the date of this prospectus. may not, without the prior written consent of J.P. Morgan Securities LI.0 and Citigroup Global Markets Inc., subject to certain exceptions. (I) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or 130 httplAvaw.sec.gov/Archi vatedgar/datatI 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080217 CONFIDENTIAL SDNY GM_00226401 EFTA01381328