r Class A common stock in response to a tender offer Cl exchange Registration rights upon compiefion or this offering our Sponsor. the pocresers in the Private Placements and certain third-party sellers of projects to be acqured by us pursuant to the Pending Acqusibcos will be entitled to venous nghts with respect to

Amendment #4 Page 311 of 868 able C an n additon. each of the investors in the Private Placements has agreed with the underwnters subject to certain excepthons, not to dispose of any of their common stock or securities converttle into or exchange

LLC. Goldman, Sachs & Co Merrill Lynch, Pierce. Fenner & Smith Incorporated and Deutsche Bank Semmes Inc acted as placement agents in connection we, the Private Placements. Affiliates of Barclays Capital inc. Morgan Stanley & Co LLC. Goldman, Sachs & Co. and Deutsche Bank Secuntes Inc we lenders under SunEdisona credit