EFTA01366727.pdf

Amendment #4 Page 298 of 868 she •tf toineni. Corporate opportunity As perntted ceder the DGCL. in our amended and restated oertfcate of incorporation we will renounce any interest or expectancy in or any offer of an opportunity b participate in, speeded tvsiness opportunties that are presented to us or one or more of our olfcers. directors or StaCktatkaltS In recognition that our directors and officers may serve as (i) directors attics officers of SunEdison and its Satiates or (.) as (Rectors. dicers andicr employees of Other bus nesses engaged m dewing developing provicing servces to managing owning or invest nu in power generation facet es or -Dual Role Persons." our emended and restated certecate of incorporation win provide for the avocation of cert.,n corporate opportunities between us and the Duel ROle PerSOns Spechcai none of to Owl Role PerSOns will have any duty to refran from ergaging d redly or irdirectly in We same or sea L3t business acbviles or lines d business that we do. In the event that a Dual Role Person acquires knowledge of a patentor transaction or matter outside of tie or her capacity as a drectct of Global e/1th may be a corporate oppertunrly we will not have any expectancy m such corporate opportunity, and the Duel Role Person wilt not have any duly to present such corporate opportunity to is art may pursue or &come such corporate opportunity for hirrsellnersett or Wed such opportunity to another person A corporate opportune), that a Dual Role Person acquires knowledge cf will not belong to us unless the corporate opportunity at issue s expressly offered in wnling to stet) person solely in riser her capacity as a director or officer of out In adclbon, even d a business opportuity is presented to a Dial Role Person the (closing corporate opportunities veal not belong to us (I) those we are not fnancially able, contractually permitted or egret etre to undertake; (2) Mose rot in as lined business; (3) these of no practical aavantage to us and (4) those in which we have no nterest or reasoretee expectancy. Except with respect to Dual Role Refaces, the corporate opportunity cloctnne applies as construed pursuant to applicable Delaware laws, without Imitation. Antitakeover effects of Delaware law and our certificate of Incorporation and bylaws In addition to the dsproportonate voting %tits that SunEdison *Ai have foaciwng Mrs °Tering as a result of its ownershipof our Class B common stock. some provisons d Delaware law =tan, and our amerded and restated certicate of incorporation and our amended and restated bylaws deacnted belOW will Celia\ a huMber provisions Which May have the effect of encourage-9 persons considering unsolcited tender offers or other unilateral takeover proposals to negotiate will our board of directors rather than pursue non-regotated takeover attempts. whch we believe may result in an improvement of tic terms of an/ such acquisition in favor of our stocidlolders However, they wit also gee Ole board of directors the power to discourage acquistons that sane stockholders may favor. Undesignated pro/owedstock The aterty to authorize urdesignoted preferred stock will male it possible for our board of directors to issue preferred stock with superior vote.; special approval, candend or other rights or preferences on a discrimnalory basis that could impede the success of any attempt to accure is These arid other provisions may have the effect of defemrg, delaying or discouragrg roadie Weavers, or cremes ri control or management of our corrpany Meetings end @Weans &directors S meal meetings d stoc totters Qtr amended and restated cedtcate of ncorporaton will provide that a special meetrg of stockholders may be called oily b/ our board of directors by a resolution adopted by the affirmatrve vote of a majority of the total number of directors then in office 290 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-0058255 CONFIDENTIAL SONY GM_00204439 EFTA01366727