EFTA01366733.pdf

Amendment #4 Page 304 of 868 • our Sponsors pledge of ors or Global LLCS equity secunbes as colateral wider the Sponsor Credit Agreement, or tie kanstemng of such pledged snares or other securities in the event tte lenders order the Sponsor Credit Agreement exercise their right to foreclose an such pledged seances, so long as any reopen cf such 'SetaKeine:tett to the sane lock-ip resinctors described above, and • certain other transfers. includng. at rot limited to transfers d shores of ors Class A common stock or seances convertible nto or exchangeable for shares of our Class A common stock (I) acquied in open market transactions after the completion of this Sterns (a) pursuant to a bona fide thinotany tender offer merger, consotdaton or other sumer transacton, (ii) pursuant to our equity incense or employee benefit plans and (et) in certain other transactions rot involving a disposition for value h addition, each of the investors in the Pnvate Placements res agreed with the unclerwmers subject to certain exceptions, not to dispose of any of their common stock or securities converttle into or exchangeable for shares et common stock rescued rime Private Placements donna the period from tie date of this prospectus continuing through the date 180 days alter re date or this prcepeclua except with the prior written consent of J P Morgan Secures LLC, Barclays Capital Ink:., Cogroup Global Markets Inc and Morgan Stanley &Co LLC. The resin:bona in the immediately preceding paragraph do not apply to • any hedging transaction, including any short sale (Whether or rot agars' the box) or any purchase, sale or grant of any right (includna withal limitation any pal or call option) with respect to any security that includes retain to or mates any significent part of its value from the Class A common stock; and • certain other tranatera incluIrg, be rot limied to, nor&ers d stares of oil Class A common stock or securities convertible no or exchangeable for shares of our Class A common stock pursuant to a bore fide thirdpany lender otter, merger, consolidation or other similar transaction and in certain other transactions not involving a disposition for value Rerma rias agreed withGIN:et subbed to Certain exceptions. not to dispose of any of our Class Aconvnon stock received as compensation in the Renova Transaction poor to the sex-month anniversary from the closing date of the acqusitcn of the Salvador and Bahia projects Global rrey not agree to waive the foregoing restrictions without the prior oaten consent of J. P. Morgan Secuntes LLC, Barclays Capital Inc .Citigroup Global Markets Inc and Morgan Starley 8 Co LLC The restnceccis in the intredelalY preceding paragraph do not apply to any pledge a such shares of our Class A ccmmon stock as collateral in connection with a financing, makng any short sale of. parting arty option for rte purcrese of, or entering into any hedging or simian transaction with the same economic effect as a short sale of any such shares of our Class A common stock, and 'erxte•s of such s"=-'es or our Class A common stock in response to a tender offer Cl exchange Registration rights upon compiefion or this offering our Sponsor. the pocresers in the Private Placements and certain third-party sellers of projects to be acqured by us pursuant to the Pending Acqusibcos will be entitled to venous nghts with respect to the registration of shares wider the Secuntes Act Registration of these shares under the Sea:noes Act would result in these stares beoomng filly tradable under Me Sectarees Act immediately upon tre effectiveness d the registration except for snares held affiliates. See 'Certain relationships and related petty transactons—Registration Rights Agreement' ad' —Private Placement' Snares covered Cy a registration statement will be eligible for sales in the pubic market upon the expiration or release from the terms of the lock-up agreemert referred to above 296 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-0058261 CONFIDENTIAL SDNY_GM_00204445 EFTA01366733