EFTA01377775.pdf

S-I/A Barclays Capital Inc. Deutsche Bank Securities Inc. Jefferies LLC RBC Capital Markets, LLC Stile'. Nicolaus & Company LOYAL3 Securities, Inc. SMBC Nikko Securities America. Inc. Total 27,000,000 The underwriters are committed to take and pay for all of the shares being offered. if any are taken, other than the shares covered by the option described below, unless and until this option is exercised. The underwriters have an option to buy up to an additional 4,050,000 shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above. The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholder. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase 4.050,000 additional shares. Paid by the Company No Exercise Full Exercise Per Share $ $ Total $ $ Paid by the Selling Stockholder No Exercise Per Share Total Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance, and subject to the underwriters' right to reject any order in whole or in part. 190 Table of Contenti. We. our officers, directors, and the holders of substantially all of our common stock, options, and warrants, including the selling stockholder, have agreed with the underwriters not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman. Sachs & Co., subject to certain exceptions, including without limitation, the following: • the sale of shares of Class A common stock pursuant to the underwriting agreement; • transfers of shares of common stock or certain other securities as a bona fide gift or gifts, by will or intestacy, pursuant to a domestic order or divorce settlement or other agreement or to an immediate family member, a trust for the direct or indirect benefit of such holder or an immediate family member or, if the holder is a trust, any beneficiary of such trust. provided that no filing under the Exchange Act or other public disclosure by or on behalf of the holder shall be required or voluntarily made and the applicable transferee agrees to be bound by the same restrictions described herein; • transfers of shares of common stock or other securities acquired in open market transactions after the completion of this offering, provided that no filing under the Exchange Act or other public disclosure by or on behalf of the holder shall be required or voluntarily made: • if the holder is an entity, distributions of shares of Class A Common Stock to its partners, limited liability company members or stockholders or to another entity that controls, is controlled by or is under common control with such entity, http://www.sec.gov/A rehi vestedgaddata/1512673ANS1119312515369092/d937622dsla. html 11/6/2015 7:37:12 AM! CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0074927 CONFIDENTIAL SDNY_GM_00221111 EFTA01377775