EFTA01366726.pdf

Amendment #4 Page 297 of 868 !Ate,n center'', Meldoncl end liquidationIris Holders of our Class BI common stock do not nave any nght to receive dvdends other than clvdends payable solely in snares of Class 91 common stock in the event of payment of a dividend in shares of common stock payable to foams of our Class A common stucki Or la receive a clabitutco upon Our Irma:fatOn or winding up except for their right to receive payment for the par value of their stares of Class 81cannon aback in connection wth ou Igadation *tenderly), redemption Snares of Class 81 common stock are subsea to redempbon at a price per share equal to par value upon the exchange of Class 81 Letts of Gofer LLC for shares of our Class A common stock Shares of Class 91 corrmon stock so redeemed are autcmatcally cancelled arc are available to De rescued See tartan retatonsnos arc related party transactions—rameraded and Restated Operatirg Agreernent of Gebel LLC—Excharge Agreerrert Transfer restrictions Shares d Class 81 common stock miry not be transferred without our consent Addrtionalry shares of Class B1 common stock rrey only be transferred rt an equvalent natter of Class 91 units. which generally may not be transferred w thou! Our consent are transferred to the same transferee See terrain teat onshipe and related party transactor-is—Amax:ea and Restated Operating Agreement of Global LLC—issuance and transfer of units' Authorized but unissued capital stock Delaware law does not require stockholder approval for any issuance of authorized shares. However the hating rewreirerbs of the NASDAQ Grater Select Market whch would appal so long as the shares Of Class A cannon stock remain listed on the NASDAQ Global Secret Market, require stockholder approval of certain issuances equal to Of <seceder; 20% of the then °Ostendrg votrg power or the then outstanding number of shares &Crass A common stock These Octal *nal shares may be used for a variety of corporate psposes. including hare pubic offenngs to raise tad:Shona, amnia to facilitate acquisitor.* One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to ewe shares to peaces trendy to currert maregernent which issuance could render more Odour or ciscourage an attempt to obtain control Of our company by rear.* or a merger. tender offer, proxy contest or otherwise and thereby protect the conanuty of our management and possibly Weave the stockholders of opporanbes to sell thee shares at prices hgher than voyaging market Orel)** Preferred stock Cur amended and restated certificate of incorporation will authorize our board of directors to provide for the issuance of shares of preferred stock in ore or more series and to fix the preferences powers and rearm°, participtitng, optional or other special rights arid qualteatiOnS. limitatare Or reSMCbOnis thereof, including tie dividend rate conversion nghts voting n/fts redemption rights and aquidaWn preference and toter the number of snares to be included in any such series without any falter vote or action by our slocknotrkus Any preferred stock so issued may rank senor toms comfier stock wth respect to ere payment of Ovidends or °motets upon laudation dssoatlon or winding up or both The issuance Of omfatter' stock may rave the eked Of delaying defertirg Or preverling a Change in control Of Our Company withOut further action by Cie stockholders and may 80,0;50 Sled the vobrg and Other rights d the holders Of COMMOn stock The issuance Of preferred stock wth voting and conversion rights troy adversely affect the voting power of the holders of carman stock. including the leas of voting control to others At present, we have ro plans to issue any preferred stock 289 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-0058254 CONFIDENTIAL SDNY_GM_00204438 EFTA01366726