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Material U.S. Federal Income Tax Consequences 
to Non-U.S. Holders of Our Class A Common 
Stock 

The following is a summary of the material U.S. federal income tax consequences to certain non-U.S. holders 
(as defined below) of the ownership and disposition of our Class A common stock acquired in this offering but 
does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary 
is  based  upon  the  provisions  of  the  Code,  the  Treasury  regulations  promulgated  thereunder,  administrative 
rulings,  and  judicial  decisions,  all  as  of  the  date  hereof.  These  authorities  may  be  changed,  possibly 
retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. 

This  summary  does  not  address  the  tax  considerations  arising  under  the  laws  of  any  state,  local,  or  non-U.S. 
jurisdiction, or under U.S. federal non-income tax laws (such as gift and estate tax laws), except to the limited 
extent set forth below. In addition, this discussion does not address tax considerations applicable to a non-U.S. 
holder’s  particular  circumstances  or  non-U.S.  holders  that  may  be  subject  to  special  tax  rules,  including, 
without limitation: 

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banks, insurance companies, or other financial institutions (except to the extent specifically set forth 
below), regulated investment companies, or real estate investment trusts; 

persons  subject  to  the  alternative  minimum  tax  or  Medicare  contribution  tax  on  net  investment 
income; 

tax-exempt organizations or governmental organizations; 

pension plans or tax-exempt retirement plans; 

controlled  foreign  corporations,  foreign  controlled  foreign  corporations,  passive  foreign  investment 
companies, and corporations that accumulate earnings to avoid U.S. federal income tax; 

brokers or dealers in securities; 

traders in securities or other persons that elect to use a mark-to-market method of accounting for their 
holdings in our stock; 

persons  that  own,  or  are  deemed  to  own,  more  than  five  percent  of  our  capital  stock  (except  to  the 
extent specifically set forth below); 

certain former citizens or long-term residents of the United States; 

partnerships or entities classified as partnerships for U.S. federal income tax purposes or other pass-
through entities (and investors therein); 

persons  who  hold  our  Class  A  common  stock  as  a  position  in  a  hedging  transaction,  “straddle,” 
“conversion transaction,” or other risk reduction transaction or integrated investment; 

persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock 
option or otherwise as compensation; 

persons subject to special tax accounting rules as a result of any item of gross income with respect to 
our Class A common stock being taken into account in an “applicable financial statement” (as defined 
in Section 451(b) of the Code); 

persons  who  do  not  hold  our  Class  A  common  stock  as  a  capital  asset  within  the  meaning  of 
Section 1221 of the Code (generally, property held for investment); or 

persons deemed to sell our Class A common stock under the constructive sale provisions of the Code. 

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