EFTA01366472.pdf

Amendment #4 Page 43 of 868 Ith_ltst.f,lopleeD agreement we wil enter into with our Sponsor concurrentV wen the comptetion of the cffenrg At any tire, our Sponsor (or any other permtted holder) may exchange its Class 8 until or Class B1 tints in Global LLC, together with a carespadng number of shares of Class B common stock a stares of Class B1 comm., stock as applicable, for stares of our Class A common stock on a ore-for-one bass, Stbjed to equitable adjustments for stock splits, stock orviderds and moistest? cations, ri accordance with tie terms of the exchange agreement we will enter Etowah Our Sponsor concurrecAly with the completon of ths ollenng Wien a holder exchanges a Class B unit or Class 81 unit of Global LLC ore store of our Class A common stock (I) such holder will surrender such Class B um or Class Bt urn as applicable, and a caresponirg share of our Class B common sock or Class Ell commcn stock, as appticable, to Global LLC, (n) we will issue and caddie a share of Class A common stock to Global LLC fa delNery of each share by Global LLC to the exchangng holder, (m) Global LLC will *sue a Class A unt to us. (iv) Global LLC will cancel the Class B unit or Class BI Una, as applicable. and we will cancel the correscondng share of cur Class B common stock or Class Bt common stock as applicable and (v) Global LLC will deliver the share of Class A common stock t recess to tee exchanging holder See 'Certain relationships and related party trarsactions—Amended and Restated Operating Agreement of Global LLC—Exchange Agreement' Pursuant to the registration nghts agreemert that we will enter into wth at Sponsor concurrently wth the complebcn the cderng we wll agree to file a registration statement for the sale of the shares of otr Class A common stock that are issued° upon exchange of Class B trots or Class B1 urea of Global LLC upon request and cause that registration statement to be ct.clated effects" by the SEC as soon as practicable thereafter See 'Certain relationships and related Pally transactions—Registrat on Rights Agreement' fa a description of the lining and marmot limitations on resales of these shares of our Class A common stock Cash dividends: Class A COMMIS. Meek Upon completion of this offering, we irtend to pay a regular warted,/ dviciend to holders Of Ole Class A common stock Cur inter quarterly ovidend wit be set at SO 2750 per share of clam A common stock (51 1000 per share on an annualized basis). which amount may be changed n the future without advance notice Oa ability to Pelt the regular quarterly dmdend is Waled to various restrcbons and offer faders descnbeci in mere delatt under me CaphOn Cash Dividend Policy' We expect to pay a quarterly dividend on or about the 75th day ((stowing the expiration of tact nasal quarter to holders of our Class A canton stock or record on or about the elan day folbving the last day of such fiscal quarter lAtth respect to our fret dmdend payable on December 15 2015. we intend to pay a pro-rated dmdend (calculated from We completion date of this offering through and incluclog September 30, 2015) of SO 1723 per share of Class A cannon Meek 35 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-0058000 CONFIDENTIAL SDNY_GM_00204184 EFTA01366472