EFTA01381312

Form S-1 Table of Contrail The purpose of the Compensation Committee is to assist our Board of Directors in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers, directors and key personnel. (2) monitoring our incentive-compensation and equity-based compensation plans. (3) succession planning for our executive officers, directors and key personnel and (4) preparing the compensation committee report required to be include) in our proxy statement under the rules and regulations of the SEC. Our Board of Directors will adopt a written charter for the Compensation Committee, which will be available on our website upon the completion of this offering. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has serval during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee. We are parties to certain transactions with our Sponsor and certain of our directors described in the section of this prospectus entitled "Certain Relationships and Related Party Transactions.- Code of Ethics and Business Conduct We will adopt a new Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our principal executive officer and principal financial and accounting officer. Our Code of Ethics and Business Conduct will be available on our website upon the completion of this offering. Our Code of Ethics and Business Conduct is a "code of ethics," as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to. or waivers of, provisions of our code of ethics on our website. 98 httriAnnv.see.gov/Archi vestedgar/datat I 609989/000119312515218883/d734898dol .htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080185 SDNY GM_00228389 EFTA01381312