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In addition, if a partnership, arrangement, or entity classified as a partnership or other pass-through entity for 
U.S.  federal  income  tax  purposes  holds  our  Class  A  common  stock,  the  tax  treatment  of  a  partner  in  such 
partnership or owner in such pass-through entity generally will depend on the status of the partner or owner 
and  upon  the  activities  of  the  partnership  or  other  pass-through  entity.  Accordingly,  partnerships  and  other 
pass-through  entities  that  hold  our  Class  A  common  stock,  and  partners  in  such  partnerships  and  owners  in 
such other pass-through entities, should consult their tax advisors. 

This  discussion  is  for  informational  purposes  only  and  is  not  tax  advice.  You  are  urged  to 
consult  your  tax  advisor  with  respect  to  the  application  of  the  U.S.  federal  income  tax  laws  to 
your  particular  situation,  as  well  as  any  tax  consequences  of  the  purchase,  ownership  and 
disposition  of  our  Class  A  common  stock  arising  under  the  U.S.  federal  non-income  tax  laws 
(such as gift or estate tax laws) or under the laws of any state, local, non-U.S., or other taxing 
jurisdiction or under any applicable tax treaty. 

Non-U.S. Holder Defined 

For purposes of this discussion, you are a non-U.S. holder if you are a beneficial owner of our Class A common 
stock that is not a partnership, arrangement, or entity classified as a partnership or other pass-through entity 
for  U.S.  federal  income  tax  purposes  and  are  not,  for  U.S.  federal  income  tax  purposes,  treated  as  any  of  the 
following: 

•

•

•

•

an individual who is a citizen or resident of the United States; 

a  corporation  (or  any  other  entity  treated  as  a  corporation  for  U.S.  federal  income  tax  purposes) 
created or organized in the United States or under the laws of the United States, any state thereof or 
the District of Columbia; 

an estate whose income is subject to U.S. federal income tax regardless of its source; or 

a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one 
or  more  “United  States  persons”  (within  the  meaning  of  Section  7701(a)(30)  of  the  Code)  (“U.S. 
persons”) who have the authority to control all substantial decisions of the trust or (y) which has made 
a valid election to be treated as a U.S. person. 

Distributions 

Distributions on our Class A common stock will constitute dividends for U.S. federal income tax purposes to the 
extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax 
principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, 
the excess will constitute a return of capital and will first reduce your basis in our Class A common stock, but 
not below zero, and then will be treated as gain from the sale or other disposition of stock as described below 
under the section titled “—Gain on Disposition of Our Class A Common Stock.” 

Except as otherwise described below in the paragraph on effectively connected income and the sections titled 
“—Backup Withholding and Information Reporting” and “—FATCA,” any dividend paid to you will generally be 
subject to U.S. federal withholding tax either at a rate of 30% of the gross amount of the dividend or such lower 
rate  as  may  be  specified  by  an  applicable  income  tax  treaty  between  the  United  States  and  your  country  of 
residence. Under applicable Treasury regulations, the applicable withholding agent may withhold up to 30% of 
the gross amount of the entire distribution even if the amount constituting a dividend, as described above, is 
less than such amount. If we or another withholding agent over-withhold or if you do not timely provide us with 
the required certification, you may be entitled to a refund or credit of any excess amounts withheld by timely 
filing an appropriate claim with the Internal Revenue Service (“IRS”). 

In order to receive a reduced treaty rate, you must provide the applicable withholding agent with an IRS Form 
W-8BEN,  IRS  Form  W-8BEN-E,  or  other  appropriate  version  of  IRS  Form  W-8,  including  any  required 
attachments and your taxpayer identification number, certifying qualification for the reduced rate. Additionally, 
you  will  be  required  to  update  such  forms  and  certifications  from  time  to  time  as  required  by  law.  If  you  are 
eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty, you may obtain a refund of 

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