EFTA01366463.pdf

Amendment #4 Page 34 of 868 ehedet r l SunEason or one cf its substkares will be Me tidier of tre IORs. SunEdison trough the ownershp be a whey owned subsdary ct our Class B common stock cars have 98.4% d tin combred voting power of an of our comrron stock and. through such subsdery s ormershp of Cass Et trots of Global LLC, will hold cut:toot to the ngtt of folders of IERs to receive a porfion of distributions after certain thresh: Ws are met and certain Irritations during the Subordination Period and the Distnbtton Forbearance Pend. approximately 38 8%of Ire econorric interest in as business (or 98 1% of the combined vctng power of our comma sock and a 340% economic rawest in our business if the underwriters exercise in full their °peonto purctese adddvnal shares of Class A cannon dock). and the purchasers in the offenng will own 56.570,000 stares of our Class A common stock, represertng 0 8% of the corbeled voting power of all of our common dock and. though our ownershp of Class A units of Global LLC. subject to the right of holders d IDRs to recent a portion of distnbutons after certain thresholds are met approximately 31 6%of the economic interest in cur business (or 1 0% of the centered voting power of our common stock and a 36.4% economic interest t the tndenvrters exercise in ful their option to purchase additional shares of Class A common stock) At any Lore SurEdeon (or any other permitted holder) may exchange its Class B urns or Class Ell units in Global LLC. together with a corresponding number of stores of Oass B common stock or shares of Class Bt cowman stock, as applcabte for shares of our Class A common stock on a onefor-one bans sibecl to equitable adjustments for stock splits, stock dividends arid reclassifications in accordance will the terms of the exchange agreement we mil enter into with SunE Own concurrent/Jr with to completion of the offering When a holder exchanges a Class B ure or Class B1 int of Global LLC for a share d our Class A oomrron stock. (i) Global us will cancel the Class B unts or Class 81 urns. as applicable. (e) Octet LLC will ewe additional Class A units to us (xi) we will cancel a correspondng number of shares ef as Class B cannon stock a Class (91 =inn stock, as applicable. and (rv) we we issue a correspondng number of shares of Class A common stock to stch holder. See *Certain relationships and reeled pony transactions—Amen:kid and Restated Operating Agreement d Octet LLC—Exchange Agreement" We have established the Oass 81 common stock and Class 81 units primarily to be issued el connection with resetting the ICR target astrituncin levels We may issue such snares and urns in the fine n connecton with acquistore from our Sponsor a end parties 26 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-0057991 CONFIDENTIAL SDNY_GM_00204175 EFTA01366463