EFTA01366725.pdf

Amendment #4 Page 296 of 868 TAttlirif.ret and as otherwise provided in our amended and restated certificate of incorporation or requred by law, all matters to be voted on by holders of our Class A common stock, Class B common stock and Class 81 common stock must be approved by a moray on a combned basis of such shares paned m person or by proxy al the meeting and entitled to vote on the sutsect matter represenbng a maconty, on a combned basis of votes. In the case of elecbon of drecbxs, as rretters to be voted on by our stockholders must be approved by a plurality or the votes entitled to be cast by all stares of our common stock on a combined basis Okidend andliquidation rights Holders of our Class B common stock do rot have any rigrt to receive drndends other tren dividends payade solely in shares of Class B common stock in the event of payment of a dive:lend in shares of common stock payable to holders of our Class A common stock or to receive a dstrituten upon our baalaton or winding cp except for their nght to receive payment for the par value of their shares of Class Et common stock in ccnrecbcri with cur liqudation Mandatory nntemption Shares of Class B common stock are su4ect to redernpton at a pnce per share equal to par value upon the exchange of Class B units of Global LLC for shares of our Class A common stock Shares of Class B common stock so redeemed are autometcaly cancelled and are not eyelet* to be reissued. See 'Certain relatorehps and related party transactions--Amended and Restated Operating Agreement of Global LLC—Exchange Agreement.' Transfer resbIctions Shares of Class B common stock may rot be trareferred, except to our Sponsor or to a controlled agnate of at Sponsor so long as an equivalent number of Class B units are transferred to the same person. Director designstion rights Our amended and restated cell:neat° of incorporate'', will provide that our Sponsor, as the holder of our Class B common stock. will be entitled to designate up to four directors to co.: board of dreclors See '—Antlakeaver effects Cl Delaware law and in certicate of incorporation and bylines—Meetings and elections of derectors— Drector designatcn tights.' Class Ell common stock Young rights Each share of Class 81 common stock entities the holder to one vote on matters preened to our stockholders generally. Holders of shares of our Class A common stock Class B common stock and Class BI common stock vote together as a single class on all matters presented to our stockholders fa their vote or approval except as otherwise rewired by applcade law Holders of our Class Ed common stockwill rot have cumulative voting rights Except in respect ci matters relating to the erection and removal et directors on Oil board d drectors and as otherwise provided in our amended and restated oertrhcate of incorporation a as required by law. all matters to be voted on by holders of our Class A common stoat Class B common stock and Class BI common must be approved by a mapnty, on a combined bass, of vales by holders of such shares present m person or by proxy at the meeting and entitled to vole on the titled matter representing a maprity, on a combined bass of votes. In the case of election of drecices, all matters to be voted on by our stockholders must be approved by a plummy of the votes entitled to be cast by an shares of our common stock on a combined basis 288 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-0058253 CONFIDENTIAL SDNY GM_00204437 EFTA01366725