Amendment #4 Page 95 of 868 !Alt of Comm', common stock on a combined bass As a result we wit be considered a 'controted company' for the pipases of the NASDAQ Global Select Market listing requirements As a 'controlled company,' we will be permitted to opt Oct of tne NASDAQ Global Select Market i sting requirements that would require 0) a rretcrity of the members of our board Cl directors to be irdependent 00 that we establish a compensation committee and a nominating and governance commitee each composed enerety of independent directors or (m) an annual performance evaluation of the nominating and governance and compensation commdees We irlend to rely on exceptons writ, respect to having a mapnty of independent directors, establishing a compensation committee or nomrating corrrndee and anadi performance evaltotoos of such commtlees Tre NASDAQ Global Select Market lestng requirements are intended to ensure Me drectors who meet the independence standard are free of any conflicting interest tret coact inficence their actions as drectors As further desonbed above in'—Risks related to Ors relatonshp with our Sponsor.' d is possible that the interns of as Sponsor nay in some crcumstances conflict wen our interests and the interests d holders of our Glass A common stock Should Oct Sponsors interests differ from those of other slockhotiers Ire other SIOCkrOlderS may not nave the same protections afforded to stockholders of oompanes that are subect to at of the corporate governance rules for listed companies Cur status as a controlled company cou4 make cur Class A common stock less anraceve so some irreestors or otherwise harm Or! stock price Provisions of our charter docwnents or Dana.* law could delay or prevent an acquisition of us, oven If the acquisition would be beneficial to holders *four Class A common stock, and could make it mom difficult for you to change management Prompons of Olt amended and restated cerhfrate of incorporation and bylaws may disc