EFTA01382377.pdf

Amendment No. 3 to Form S-I Table of Contents Review Criteria All Related Party Transactions will be reviewed in accordance with the standards set forth in the Related Party Policy after full disclosure of the Related Party's interests in the transaction. As appropriate for the circumstances, the audit and risk committee or its chairman, as applicable, will review and consider: • the Related Party's interest in the Related Party Transaction; • the terms of the Related Party Transaction, including the approximate dollar value of the amount involved in the Related Party Transaction and the approximate dollar value of the amount of the Related Party's interest in the transaction without regard to the amount of any profit or loss; • whether the transaction was undertaken in the ordinary course of business of the company; • whether the transaction with the Related Party is proposed to be, or was, entered into on terms no less favorable to the company than terms that could have been reached with an unrelated third party; • the purpose of, and the potential benefits to the company of, the Related Party Transaction; • description of any provisions or limitations imposed as a result of entering into the Related Party Transaction; • whether the proposed transaction includes any potential reputational risk issues for the company which may arise as a result of or in connection with the Related Party Transaction; • whether the proposed transaction would violate any requirements of the company's financing or other material agreements; and any other relevant information regarding the Related Party Transaction or the Related Party. The audit and risk committee, or its chairman, as applicable, may approve or ratify the Related Party Transaction only if the audit and risk committee, or its chairman, as applicable, determines in good faith that, under all of the circumstances, the transaction is fair as to the company. The audit and risk committee, in its sole discretion, may impose such conditions as it deems appropriate on the company or the Related Party in connection with approval of the Related Party Transaction. Pre-Approved Related Party Transactions The audit and risk committee has determined that the following transactions will be deemed pre-approved or ratified and will not require review or approval of the audit and risk committee, even if the aggregate amount involved will exceed $120,000, unless otherwise specifically determined by the audit and risk committee. My employment by the company of an executive officer of the company or any of its subsidiaries if the related compensation conforms with our company's compensation policies and if the executive officer is not a Family Member of another executive officer or of a director of our board; and My compensation paid to a director of our board if the compensation is consistent with the company's bylaws and any compensation policies. Notwithstanding anything to the contrary in the Related Party Policy, in the event the bylaws of the company require review by our board of directors and/or approval of a Related Party Transaction, the audit and risk committee, and its chairman, will not have the authority to review or approve a Related Party Transaction but will provide a recommendation to our board of directors for the board's use in its consideration of a given Related Party Transaction. 172 hap. WMV. See .11O% Ao:his es 'Agar data' 1646972 000I '93125I 5335826A900395ds la.htmll0 14'2015 9:03:02 AMI CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081712 CONFIDENTIAL SDNY_GM_00227896 EFTA01382377