EFTA01367291.pdf

.\flien(liiient :4 Page 862 of 868 Part II Item 13. Other expenses of issuance and distribution Ttx lc sets (Whine costs and exprrees Ote' :burr hadesaffiShla discounts and commas/on, and the %truckling lee, to be pad try us in connector) with the sale of the shares ct Class A common stock being regstered hereby. All an are estimates except (or the SEC regstrabco fee the F INRA firing fee and the stock exchange listing fee SEC registration fee 58,E4 155 1 FINRA Ni Nina fee Exchange listing fee Legal lees and expenses 4,000.000 Accototrag fees and expenses 1,500 000 Roby and engravng expenses 2.030,000 Transfer agent and registrar fees and expenses 25.030 Totem $ 8,044545 Te be presAdsf by sussednent Item 14. Indemnification of directors and officers Secton 102(b)(7) d the DGCL wows a corporation to provide in as certificate of incorporation that a director of Ire corporation will not be personally table to the corporation or as stockholders tor monetary damages tor breach of fiduciary ctiy as a director, except where the drector breached the &Ay of loyalty, tailed to act in good faith engaged in ileaorel msconduct or knowngy violated a law aftrOfIZOO Ire payment of a dividend or approved a stock rept/thee in violation of Delaware corporate law a oilseed an improper personal tenet.' Ott amended and restated dedicate of incorporation wit provide for this limitation d aablity Section 145 of the DGCL. or 'Season 145: provides that a Delaware corporation may indemnty any person who was is a s threatened to be made party Wary threatened pending or completed action, sut or proceeding whether curl, caninal administrative a oven game (other than an action by or in the nght of such corporation) by reason of the fact that such person s a was an officer. director, employee or agent of such corporation or is or was serving at the request of such corporation as a °recta, officer employee on agent of another corporation or enterprise The indemnity may inckide expenses (including attorneys fees), ructaments fries and amounts paid in settlement actual,/ and reasonatai incurred by such person in connects:II with such Exton sut or proceeding, provided such person acted in good fedh and in a manner he reasceatily believed to be in or rot opposed to the corporaton's best interests arc. with respect to any aimnal action or proceeding, had no reasonable cause to believe that hs a her conclict was illegal A Delaware corporation may indemnify any persons who are, were or are threatened to be made a party to any threatened pending a competed aeon a sut by or in the rote of the corporation by reason of the tett that such person is or was a director, officer emprOyee or agent of another corporalon or enterprise The indemnity may include expenses (including attorneys' fees) actually and reasonatly neared by such person in connection wen tie defense a sea envoi of such action or suit provided such person acted in good faith and in a mariner he reasonably believed to be in or nor opposed to me corporations test interests provided that no indemniticatat is permitted withote juaoal approval if the officer, director employee or agent is adjudged to be liable to the corporation %There an office ex directors successful on the metes or cdierwise in the defense of any action referred looter& tie corporation must indemnity hen against the expense which such officer or director has wlually and reasonably incurred http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/20 15/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058819 CONFIDENTIAL SIDNY_ GM_00205003 EFTA01367291