EFTA01386898.pdf

RIN II • 094 Alpha Group Capital LLC The sale of any Preferred Shares to a purchaser is in no respect a representation by any of the Transaction Parties that such an investment meets all relevant legal requirements with respect to investments by purchasers generally or any particular purchaser, or that such an investment is appropriate for purchasers generally or any particular purchaser. THE FOREGOING DISCUSSION OF ERISA AND CODE ISSUES SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. FIDUCIARIES OF PLANS SHOULD CONSULT THEIR OWN ADVISORS WITH RESPECT TO ISSUES ARISING UNDER ERISA AND THE CODE AND MAKE THEIR OWN INDEPENDENT DECISION REGARDING AN INVESTMENT IN THE PREFERRED SHARES. CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following discussion summarizes certain U.S. federal income tax consequences of the purchase, beneficial ownership and disposition of Preferred Shares. For purposes of this Memorandum. "U.S. Holder means the beneficial owner of a Preferred Share that is (i) a citizen or resident of the United States, (ii) a corporation or other entity treated as a corporation for U.S. federal income tax purpose that is organized in or under the laws of the United States any state thereof or the District of Columbia, (iii) a trust subject to the control of one or more U.S. persons and the primary supervision of a U.S. court or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source. A "non-U.S. Holder means a beneficial owner of a Preferred Share that is (i) a non-resident alien individual for U.S. federal income tax purposes, (ii) a foreign corporation for U.S. federal income tax purposes, (iii) an estate whose income is not subject to U.S. federal income tax on a net income basis, or (iv) a trust if no court within the United States is able to exercise primary jurisdiction over its administration or if no U.S. persons have the authority to control all of its substantial decisions. This summary is based on interpretations of the Code. Treasury regulations issued thereunder, and rulings and decisions currently in effect (or in some cases proposed), all of which are subject to change, including the recent changes made to the Code. Any such change may be applied retroactively and may adversely affect the U.S. federal income tax consequences described herein. This summary addresses only holders that purchase Preferred Shares at initial issuance and beneficially own such Preferred Shares as capital assets and not as part of a "straddle", "hedge", "synthetic security" or a "conversion transaction" for U.S. federal income tax purposes, or as part of some other integrated investment. This summary does not discuss all of the tax consequences that may be relevant to particular investors or to investors subject to special treatment under the U.S. federal income tax laws (such as banks, thrifts, or other financial institutions; insurance companies; securities dealers or brokers, or traders in securities electing mark-to-market treatment; mutual funds or real estate investment trusts; small business investment companies; S corporations; investors that hold their Preferred Shares through a partnership or other entity treated as a partnership for U.S. federal income tax purposes; investors whose functional currency is not the U.S. dollar; certain former citizens or residents of the United States; persons subject to the alternative minimum tax; retirement plans or other tax-exempt entities, or persons holding the Preferred Shares in tax-deferred or tax-advantaged accounts; or "controlled foreign corporations" or "passive foreign investment companies" for U.S. federal income tax purposes). This summary also does not address the tax consequences to shareholders, or other equity holders in, or beneficiaries of, a Preferred Shareholder, a Preferred Share Purchaser, or any state, local, U.S. federal gift or estate, or non-U.S. tax consequences of the purchase, ownership or disposition of the Preferred Shares. The treatment of partners in a partnership that owns Preferred Shares may depend on the status of such partners and the status and activities of the partnership and such persons should consult their own tax advisors about the consequences of an investment in the Preferred Shares. EACH PROSPECTIVE PURCHASER IS ALSO URGED TO CONSULT ITS OWN TM ADVISOR ABOUT THE TM CONSEQUENCES OF AN INVESTMENT IN THE PREFERRED SHARES UNDER THE STATE AND LOCAL LAWS OF THE UNITED STATES AND THE LAWS OF THE CAYMAN ISLANDS AND ANY OTHER JURISDICTION WHERE THE PURCHASER MAY BE SUBJECT TO TAXATION. Confidential 137 February 2018 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088814 CONFIDENTIAL SDNY_GM_00234998 EFTA01386898