EFTA01366514.pdf

Amendment #4 Page 85 of 868 c Ridded stock and Class B common stock even though our Sponsor will can anti 38 8% of our Class A common stock and Class Er common stock on a combined basis (or approximately 34.0%t re underwntes exercse in full their opton to purchase additonaI shares of Cass A common stock) We intend to use any ret proceeds we receive as a resat of the exercise of Ire ithcienimlera opton to purchase addlonal snares of Class A common stook to purchase Class BUnts (and shares of Class 8 comrron stock) held by our Sponsor. Hoeiever, our Sponsor will continue to have a controdirg interest in our voting stock and has expressed its reernon to maintain a oortrolling interest in IA going forward As a result of Ira orenershp, our Sponsor colt continue to have a Sof:tantel influence on 041affairs and its voting power will consMute a large parentage of any gicrum of our stodchoklers vctng on any matter requrrg the approval of Qv stockholders Such matters inclide the mecocn of drectors, the aclogracn of amendments to our amended and restated cotton of incorpormion and bylaws and approval of mergers or sale of all or suer:ranted/ all of 041 assets. This concentration of cnvnershp may also have the effect of delaying or preventing a change in control of our company or dscosagrg others from milord tender offers for our shares. which could prevent stockholders from receiving a premium for their shares In additton. ors Sponsor. for so long as it and its controlled affiliates possess a majority of the combined voting power. wIl have the poor to appoint all of our effecters Our Sponsor will also have a right to specialty designate cp to four additional directors to as board of directors ire' such tine as cur Sponsor and is Controlled athletes cease to own shares represertrg a mmonty voting porter ri us Cur Sponsor new cause corporate actions to be taken even if its interests conflict with the interests ci our other sir:odd/den (including holders of our Class A common stock). See 'Certain relationships and related party bansactions—Procedures for review. approval and ratecalon of related-person transactions. =Act of interest.' Fisthermone. we wet depend onIre management and /owls:radon services provided oy or under the direct on of our Sponsor trader the Management Services Agreement Caner than personnel designated as dedicated to us SurEdson personnel and support staff that provide services to us under the Management Services Agreement we not be requred to. and we do not expect that they v., . nave as tnea primary responsibiiity the management and administration of our business or act exclusive/it for us. Under the Management Services Ageement our Sponsor will have Ire discretion to determine which of is employees will perform assi7-nents required to te provided to us under the Management Services Agreement Certain personnel, inoluorg our Chef Executse Officer. nay be designated to perform services for us and for TerraFam Power at the same time Any failure to effectively manage au operations or to implement our strategy could tove a material adverse effect on our business, financial condition, results of operations and cash flows Ire Management Services Agreement will co:00rue In perpeesty. until terminated in accordance with its terms The non-compete premiers of the Management Services Agreement wdl survive termination irdefintely The Stpeorl Agreement provides us the opt on to purchase additional paged that have Prgected VIM CAFD of at least 51 abeam though me fifth anniversary of the completion of this offering The Support Agreernerd also provides us a nyOt of first offer wth respect to the StriEdsion ROFO Projects Any gala by our Sponsor to perform its regarements under these arrangements Cr tre false by us to den* and contract with resits:eine& service providers. t requred, coed adversely affect tne operation of our tacilibes and nave a maternal adverse effect on our ['amass financial condition, results of operatons and cash flows We may not be able 10 consummate More acquisitions from Cu, Sponsor. Our Many to gow through acquarkins depends. ri part on our Sponsors atrlity to identify and present us will, anousron opportunities Vtavle SunEerson established Our company to hold and acquire a diversified suite of power-general-mg assets, there ate a number of faders which could metroTy and adversely mead tte extent 10 welch suitable acquisition opportunities are made avertible from our Sponsor. 77 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-0058042 CONFIDENTIAL SDNY_GM_00204226 EFTA01366514