EFTA01366703.pdf

Amendment #4 Page 274 of 868 whir of Coi (nit prohibited by law or regulation oe *odd violate other agreements to which Global may be subject, and Global may insocee additional reslnctiorra en exchange that it determines necessary or advisable so that Global LLC is not treated as a 'palicly traded partnership' for United States federal scone tax purposes Wen a holder exchanges a Class B unit or Class 81 urst of Global LLC bra share or our Class A common stock. ($) such nolOer will surrender such Class B unit or Class 81 unit, as appleable, and a caresser-sing share of or Class B cornmon stock or Class El1 conrnon stock as appicable, to Global U.C, (it) we will issue and contribute a share of Class Acommon stock to Global LLC for Celkrery of ash share by Global LLC to the exCharigeg holder. (et) Global LW wet issue a Class A unit to us, (iv) Global LLC via cancel the Class B unit or Class 81 and as arcade, art we will cancel the corresp:ndng shared.", Class B comics) Pod< or Class Bt carmen stock as amicable, and (v) Global LLC will deliver the share of Class A cannon stock a receives to the excrengng holder Asa result when a holder exchanges it0 CUSS B units or Crass B1 units for shares of our Class A common stock, as interest in Global LLC will be caresponcIngly increased We have reserved for issuance 69,339,432 shares of our Class A common stock, which rs ire aggregate rumber of fl ares of Class A common stock expected to be issued over lane upon tre exchange d all Class Bunts and Class 81 ruts of Global LLC, together with a comesponding number of shares d Class B common stock or Class B1 common stock as appicade. outstanong immedately after the offenng Indemnification and exculpation To the extent permitted by applicable law Global LLC wail ndermay its managing member, our &Moved officers and our other employees and agents from and against any losses mallet damages. costs expenses fees or penalties incurred in connection with serveng In strf capacees, provided that the acts a ornssions of these indemnified persons are not the result of frout %WV ul misconduct or, in the case of a cnmnal matter, such in:Jemmied person acted with knov/ectie that its conduct was Wawtul Such author/red officers and ether emplOyee* and agents will not be liable to Gebel LW, its member* or their affiliates for damages incurred as a rest*Of any ads a cmrssons of these persons except t the acts or omesdes of these exoipeted perems are the mutt of fraud, willful misconduct or, in the case of a criminal matter, such indernrileo person acted with knowledge that its conduct was unlawful Atoceflon of taxable income, gain, loss and deduction Each members share of taxable income, gems, losses, and deduions win be determined under Global LLCs amended and restated operating agreement In the event a member contributes appreciated or depreciated progeny to Global LLC, [he items of income, gain. loss, and deduction attributable to that property wel be allocated among the members under Section 704(c) of the Code, urang the renedel method (as defined in United States Treasury regulators Section 1 704-3(0) to account fee the difference between the lax basis and law market wake Of such property Global LLC'S amended and restated operetta agreement provides that the managing member cannot elect to use a method Other than the remedial method toelmnate these book-tax disparities without the consent of our Corporate Governance and Conflicts Committee Registration Rights Agreement We plan to enter into the StnEdson Regatialon Rights Agreement pursuant to which our Sponsor and its affiliates mil be entitled to an unlimited number of dernard registration r4'uts. the right to demand that a shell registration statement be filed, and *piggyback' registration ogres for snares of our Cuss A common stock that are mast* upon exchange of Class B units and Class BI units of Global LLC that it owns The VS to sell snares of our Gass A common stock pursuant to the SunEdison Registration R4 is Agreement wet be made 203 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-0058231 CONFIDENTIAL SDNY GM_00204415 EFTA01366703