EFTA01366704.pdf

Amendment #4 Page 275 of 868 lahlr (Witten'. tappet to a lock-up agreement between our Sponsor and the uflaerveners in this &fern° which uNess waived by J P Morgan Securities LLC, Barclays Copts Inc Cmgoup Global Markets Inc and Morgan Stanley /I Co LLC wit prevent our Sponsor horn exercising thins right unit 190 days after the date of this prospectus Procedures for review, approval and ratification of related-person transactions; conflicts of Interest Os board d erectors wit adopt a Corporate Governance and Corilicts Commrttee Charter in connection WM the completion of this offering that will provide that our board of drectas or rts authorized committee will penalcally review all related-person transact ons that are required to to oscrosei under SEC hies and wnen appropriate. indent axhoree or ratify all such transactions. See' Management—Corrm ttees d the board of directors—Corporate Governance and Gorillas Committee.' In the event that ow board of dreCors or rts authorized ccarnitlee considers ratification of a retatedpersm trareacson and determines not to so ratify the Corporate Goverrerce and Conficts Committee Charter we prowler that our management will make all reasonable efforts to cancel or annul the transaction The Corporate Governance aid Conflicts Committee Owlet will provide tree detemsnng whetter to recommend me inlet approval or ratification of a reatedperson transaction our board of drectors or is authortzed ccrnmrtee shouldconsder all of the relevant facts and orcurnstances available including (if applicable) but not limited to (i) whether tnere is an appropriate business rustication for the transaction 09 the benefits that accrue to us as a result of tre transaction. (ii) the terms available to unrelated mid parties entering info sirniar transactors, (iv) the impact of the transaction on drector independence fin the event the rented person is a dreclor an immediate family member of a director or an entity in whiell a director or an immediate family member of a erector is a partner stockholder, member or exeolnie officer) (v) the availability d other sources to comparable procruds or services (vi) whether it is a single transaction a a series of ongoing related transactions. and (vii) whether entenng into the transaction would te consistent with the code of business conduct and ethics Cur cxganizational and ownership structure and Strategy invOlve a nwnber of relationships that may gve rise 10 comets of Merest between us and Ow stockholders an the ore hand, and SinEdson, on the other nand In part twat conflicts of interest could arise, among are! reasons because • in originating and recommending acquisition opportint es (except with respect to tre Call Right Projects and the SunEason ROFO Proecits), our Sponsor has significant discretion to determine the suitabley of opportunities for us and to allocate such opportwites to us or to 'serf or thud parties. • there may be orcunstances n when our Sponsor will detennne pet an woos:bon oppothntly is not sunstle for us because of the at we ow acquisition strategy or inns arising due to regulatory or tax consideratons or hints on our financial capacity or because ow Sponsor is entitled to pursue the acquisition on es own beheiC rather than offering us the opportunity bo make the acqwsnion • where our Sponsor has made an acquisition it may transfer the asset to us at a later date after such asset has been developed or we have obtained sdhciert financing • our relationship with our Sponsor involves a number of arrangements pursuant townie," our Sponsor provides various services, access to financing arrangements and ongnates acquisition opportunities and oircwnstarices may arise in which nese arrangements will need to be amended or new arrangements will need to be entered onto subject to me can ogle described in' —Project Support Agreement—Can Right Projects and the right of test otter described in' —Project Support Agreement— Sur-Edson FtCf O Projects.' ow Sponsor is permitted to 267 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-0058232 CONFIDENTIAL SONY GM_00204416 EFTA01366704