EFTA01366771.pdf

Amendment #4 Page 342 of 868 .tif.cqft.,111‘ Transactions with third party investor On behalf of the Company the Parent has entered into venous transactions with an investor rn certain Company projects whom is unrelated to the Parent ('Third Party Investor') The Thai Party Investor has purchased mnonty interests in venous Company projects from the Parent in the form of preference snare cap4al and a shareholder loan As of March 31, 2015, the ouistandng balance or Ire preference share capital rs $3,298 and the balance d the sNmenceder loan is $3,135 nation As of December 31, 2014, the outstarclag belanCe of the preference share capitals $3,298 notion and the balance of the shareholder loan is $3,298 mitten For a separate preyed company, the Company %suede% non-cumulatwe redeemable profane shares and allotted to an alltrate on June 15. 2013 The shares •vill be redeemed by de project confers, after 15 years from the date d stamen. The preference shares carry a prefererted nght as to dividend over equty sterehoders Subject to the provision of the articles of aSSOCIatiOA of the project company, the preference shareholders VW be era led to transfer the whole or part of the shares held ty them subject to any restrictons or approvals of fie board of directors of the project company These shares any a dvidend of 8% on a noncumulative basis In the event d liquidator\ preference shareholders have a prefererteI eight over equity sharontOers to be repaid to the extent of capita pad-up and dvidend in arrears co such shares The Company has daubed the preference shares withn noncurrent babbles, based on the mardatorei redeemable nature of the shares 10. Commitments and contingencies neat property agreements Certain of the solar energy system assets are located on property that the Company leases alder operating leases Rental expense was $62 and $16 in the three months ending March 2015 and 2014 respedwety The meal future commitments under operating leases as ct March 31. 2015 were 54.524 none ci which is canceeable. Our operatrg loose obligations as of March 31, 2015 were as follows In thousands 2016 2018 2017 2018 2019 Thereafter Total Operating Leases S 127 183 183 183 199 3,649 S 4,524 Minmarn rent payments under operating leases are recognized as a rental expense on a stragMane basis over the %erodes lease Addeorally, eaten of our operabng leases contain clauses net provide adatonal contingent rent based on the related solar etergy systems generating energy greater than certain speeded target stoats We recognize cent rged rent expense when payment is considered probable There was no contingent rent expense for the Mae neaps ending March 31 2015 arc 2014, respective/ Legal proceedings From tens to tire, we are noshed of possible crams or assessments ansrg in the normsl course of business operators Management continually evaluates such matters with legal cosset and believes that, arough the ultimate outcome s rot presently determinable. these matters will not resin in a matenal adverse impect co our financial position a operations The Company is subject to litigation with the °Maker Guarat Una VIkelS Ngam Ltd (GUNVL). for certain projects in India. who s seekng a redaction of tariff set firth in the PPA. GUVaL also darn& that there has been a volaton of the PPA to rnson account of a change in shareholders since execution of the PPA and as such GUNVL entitled to terminate the PPA The Company success/ uly defended each case at the heanng but F-22 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-0058299 CONFIDENTIAL SDNY GM_00204483 EFTA01366771