EFTA01366723.pdf

AIM:Winn:at Page 294 of 868 Description of capital stock The fookstong .• • • •• • • • • ,-mns d Our aniencbdandrestated colic—Weofmcapooston and our amended andrestated bytaxs. es each wW barn affect upon care y• • trier.; descripoonmay not ono all of the nfc•malen Heat is Important to you To understand the,, fully. you shadd mood on amended and rosta'oa catfc,Xo d mcorpaaton end our emended and restated bylaws. forms of wired, have bash a wit be feted with the SEC as exhibits bow regotrafron statement of whop This prospectus rs a part See lebte you Can fed more trilomtatxm Authorized capitalization We currently Nye flee classes Cl authorized common stock 500.000 stores of Can A commas stork, 503000 shares cf Cast B common stock and 100.000 stares oil Class C common stock Effechte upon the fang of our amended and restated certificate of incorporatcn poor to the completion of this Wrenn°, we will effect a 52 6417- toren& stock spit of the outstanding toreadors Class B common stock and our °utters:Ina Class Common stock will be convened "to shares of our Class A common stock ona 178 8491-lohone basis. Upon completion of this offering and based on the assumptions set forth in 'Summitry—The offenng—Certan assumptions' ors authorized captal stock will coma! of 2.750.003,000 sreres of Class A common stock par value SO el per stare, of which 100509,868 tares we De issued and outstanding 20Q000,000 shares of Class B common stock par value $0 01 pet share. d which 69.339.432 Shares will be owed and outstanding 560.000.000 shares of Class 81 common stock. par value 50 01 per share none of %hob ova be Sided and oulstanIng and 50,000000shareS of preferred stock per value $O 01 per shore, none of whoh will be issued and outstanding In addition, u;cri compielcin of this offenng (i) an aggregate of 7,923,909 shares of our Class A common stock we be reserved for base issuance knee( tne 2014 Inoenbve Plan as described in trecutwe officer compematon—Equity incentrve awards—TerraForm Global Inc 2014 Long.Term incentive Flan,' and tio an aggregate of 69.339,432 shares d our Class A common stock will be reserved for issuance upon tne exchange of Class B unts Unless our ward of directors deterinnes otherwise we we issue all stares of our capital stock in iscenilcated form Class A cornrnon stock Voting Ifghfe Each share of Class Acommon stook and Class al common stock emit kre the holder to one vote with respect to each matter presented to our stockholders on which the holdeis of Class A common stock or Class 81 common stock as applicable, are ebbed to vote Holders of shares of our Class A cannon stock Vass B common stock and Class 81 common stock vote together as a single class on an matters presented to ors stockholders for their vote or approval. except as otherwise requred by applicable law Holders of our Class A common stock and Class 81 common stock will rot have cumulabve voting rights Except in respect of matters relating to the electron and removal of GrectorS on our board d drectors and as otherwise provided in our amended and restated certdcate of incorporation or required by law. all matters to to voted on by holders of our Class A common stock Class B common stock and Class 81 common stock mast be approved by a matonty on a corndned basis of the votes cast by holders ri such shores present in person or by prosy at the rneelorg and entitled to vote on the subject maser In the case of election of directors. all matters to be voted on by our stocleckteis must be approved by a plurality or the votes rutted to be cast bolster's or our common stock on a oontrned bass 286 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058251 CONFIDENTIAL SONY GM_00204435 EFTA01366723