rm contracted vond soler ard hydro-electric power plants dur business objective rs to Terns& our dividend to stockhoders by contnung to acquire from SunEdison and unaffiliated third parties, clean power generation assets that produce highiquakry. long-term COMO3Cled cash flows, pawn), by servng uSaly and c

leic before n may sell or otherwise transfer seen SinEdson ROFO Project to a hard party However. Our Sponsor wit rot be obligated to sell any of the SunEdison RCf O Projects arc. as a result, we do not knew when if ever. any SurEdson ROFO Projects will be offered to us In addition .1 the evere that cur Spo

Amendment #4 Page 27 of 868 littilt.91..CsIttsee such rxiebtedriess GIctel LLC will be enbbed to set oft any amounts owing by SunEdison pursuant to me Interest Payment Agreement against any and at aims owed by Global LLC to SunEclason tinder the distnbuon ponsiona of the amended and

s Aunts representing approximately 66 0%, if she underwriters exercee in full their option to purchase additional stores of Class A common stock). • SunEdison through a wroey owned subsdary. wit own Class Bunts of Global LLC. representing approximately 38 8% of Global LLC's total odstancIng membrane true (

Amendment #4 Page 34 of 868 ehedet r l SunEason or one cf its substkares will be Me tidier of tre IORs. SunEdison trough the ownershp be a whey owned subsdary ct our Class B common stock cars have 98.4% d tin combred voting power of an of our comrron stock and.

on Organizational Transactions Fem.:Ion Transactions Ego:), Grants TerraForm Global, Inc s a Delftware corporation formed on September 12, 2014 by SunEdison to serve as the issuer of the Class A coninon stock Offered hereby Sr only thereafter, we granted Certain employees Of SunErbson who we perform serv

rial assets other than its reveal In Global Operal ng Lt.C, whose sole material assets seethe protects trot have been or will be contributed to 4 by SunEdison in the Contributed Projects and the projects that have been or will be acquired through any acqusibons None or Global, Global LLC or Global Operatin

adetion, Ire Support Agreement grants us a ogre ot first offer with respect to the SurEdson ROFO Projects The Support Agreemert does rot identify the SunEdison RCFO Projects because cur Sponsor will not be obligated to sell any voted that would constitute a SurEdson ROFO Project Asa result we do riot know w

neral Counsel end Secretory Yana K remove has served as our Senior Vice Presiders, General Course) and Secretary since February 2015 Pror to joining SunEdison. Ms KraVISOV8 served as Legal Head or Renewable Energy Swestrrents at Googe Inc from August 2011 to January 2015 Prior to Mat, Ms Kravtsova was a Le

xecutives of TerraFam Power. ow athlete Because our examine officers me remain employees d SunEclison their compensation wit be Oeterrnnedard pad by SunEdison The inmate responsibley and authority for compensaton-related deceons for ow executve officers will reside wth the SurEoson compensation oommbee or

Amendment #4 Page 253 of 868 TAMF.1.cp! ent TerraFonna Global, Inc. SunEdison, Inc. Class A common dock Voting power (Parent company! Before offering Aker offering Before After Gorman Voting offering offeringin st

erating LLC have agreed that it and its affiliates will rot and will not agree to. directly or indirectly, engage n certam acevries competitive with SunEdison s power project development and airstruction tusiress These adheres include • engegng in, providing financing for or arrangrg any power generation

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 CON

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

Purchase Agreement (SPA)was sgned between Gbteleq Holdings (Amencas Renewatles) Limited and Mesoarnerica Power Levied as sellers and an affiliate of SunEdison as pLrchaser, for Ire sale °fa 100% Merest in the Company's tpsueam shareholder, Giceeleci Mescemenca Energy (Vend) Lurked Ile SPA is sLtieci to var

and among TerliFormGloted. Inc . SunEdison Inc. and the investors named therein 2.7 S1Ø Purchase Agreement between TerraForm Global Operating. LW. SunEdison. Inc and the ~ors named therein 3.1 Form of Amended ard Restated Certificate of Incorporation of TerraForm Global. Inc to be effective enmediately