EFTA01366728.pdf

Amendment #4 Page 299 of 868 1:014/.9t.fiquene Sloe holder action by taw consent Pursuant to Section 228 ct the DGCL any action requred to be taken at any annual or special meeting of out stockholders nay be taken without a meeting, wthou pox notice and wrthou a vote if a consent or consorts in wrong sting forth the action so taken is signed ty the rolders of outstanding stock henry not less than the rnnimurn number of votes trot would be necessary to authorize or take such ocean at a meetirg at wroth all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise Our amended and restated certificate of incorporation will provide that any action required or perinfted to be taken by our stockholders may be effected by written consent by such stockholders met si-ch time as or Sponsor ceases to drectly or notedly beret:crafty own 50% or more of the combined voting power of oil common stock l gon ott Sponsor ceasing to directy or .ndirecty beneficent own 50% or more of the combined voting power d our common stock our stockholders MI not be permitted to take action by written consent Eectcn and oars ci chairman bawd meetings Our amended and restated certecate of incaporason wo provide that the Chairman of our board of directors we be eieded by our stockholders Pursuant to our amended and restated bylaws the Chairman (or he or her designee) ma have the right to call special meetings of our board of &P0LO'S, establish the agenda for meetings of cur board of directors and adjourn meetings of our board of directors In aklbon, matters to to addressed or voted upon at any meeting of our board of drectors shall be set forth in a notice of meeting delivered to each director in accordance with our amended and restated bylaws (unless such notice rs waived) or trough' before our board at such fleeting by the Chairman The mesons regarding election of our Chairman by our stockholders and ors Crermans riga to call special meet/vs of the board, establish Ire agenda and adjourn rneetngs of the board of directors will remain in effect tail such time as our Sponsor ceases to Seely or rd recty beneficially own 50% or more of tne combined votng power of our common stock Director deSenabOn nurifs Ott amended and restated certificate of rcorporaton will provide that our Sponsor. SS the h0lder Of our Class B 0trilmeri Peek, will to entitled to elect tip to four directors to our board of directors, which Sectors wit te in addition to any other Sectors, officers or other affiliates of cur Sponsor who (a) may be serving as directors upon the concretion of ins oftenng (b) are bbsequenty appointed by air board to fill any vacancies or (c) are elected by our stockholders We refer to directors elected to our board by as Sponsor ensued to the foregoing provision as 'Sponsor Designated Directors • A director wa be deemed to be a Sponsor Designated Director oNy f specifically identified as such in wnlang by our Sponsor at the trne of his or her appointment to out board or at any time thereafter Our Sponsor will have the right to remove and replace any Sponsor Designated Director at any firm and for any reason and to al any vacancies othetwise resulting n such director positions The provisions regardng ire designation of directors by ott Sponsor will terminate as of the date that our Sponsor ceases to directly or indirectly beneficent own shares repesenting 50% or more of the combined vong power of our common stock, uriess required to be terminated earlier pssuart to apchcable law Of the rules d the nat.:nal securities exchange on which any of our securities are listed Any Sponsor Designated Director ri office at the time of terminaton of the director stagnation provisions in our amended and restated certificate of incorporationwe continue to bold offs until the next annual meting of stockholders and until his or her successor is 0.0/ elected and qualified or unit his or her eater death resignation of removal Stenctee Any vacancy croCurring on ott board of directors and any newly created direCtOrshp may te filled Only by a majonty of the Sectors remainng in cars (even flees than a qxorn), subject to the nghts of feeders of any series of (Jeered god( and the director desagnation rights of as Sponsor. Amendments MeOCIMBItS d certficale of moot oration The progrliOnS described above under '—lAtelngs and elections of directors—Special meetings of Stocidektert," Meetings and elections of chrectus—Stoddelder action by 291 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-0058256 CONFIDENTIAL SDNY_GM_00204440 EFTA01366728