EFTA01366650.pdf

Amendment #4 Page 221 of 868 teas until we have acoared propels urger the Support Agreement that have the speohed minimum amount Of Projected FT M CAFD We cannot assure you that we wet to offered these Call Right Projects on terms that are favorable to us See 'Canon relatorships and related party transactons—Projeo Support Ageernent' for additonal rdonnaton Thlr‘Perty Call Right Agreements We have recent'y executed call right agreements with seven turd-party developers, pursuant to whch we have the right to acquire. al our election, a total of 53 solar. wind and hydro-Sane projects located in Chre with an aggregate capacity of 1.559 7 MW Thirteen of these projects wen an aggregate capacity of 371.7 MW. have already achieved commercial operation The remaining projects are at various stages of development or construcion, but all have reoewed the approval required for development projects in Chia Those Third-Party Call Right Prove'swhich are not yet operational are all expected to achieve commercial operation prior to the end of 2017 The cat rights may be exercised by us clang the penod speeded in tne respectsre call right agreement For projects ri °welcomers or under constructor,, this is generally a penod of three months hallowing the COO of the relevant Third Party Call Right Project For ("elects which are already in commerce' operation the relevant period expires between two and three months folowing the date of execution of ire respect ye call opt agreement During trot period ore deve epee cannot sell or of ermse dispose of its direct or Mew interests n the TIM-Party Call Right Pujnis if we do no exercse Oct call milts those rights wit automatically expire a the end of the specified period (unless an extension rs agreed upon wenire developer) Followng me exercise deceit right, we will work together with ere developer in good faith to complete due elegem/ and lo finalize documentaton The purthase price is either a toed amount speeded in the relevant agreement, a a price calculated by reference loan agreed erarcel model If Me panes are in dispute regarding the purchase pnce the matter will be resolved by an independent expert Following execution of transaction documereation the acquisition will be completed in accordance with the agreed tome and conditions. Renove Agreement We have entered no an option agreement for development assets with Renova Under the terms of the agreement Renova Ms granted us an option to acquire certain current and fine renewable energy projects t owns that have a PPA term of at least ten years that are (i) in development, (ii) der construction or (ai) have achieved CCD. The exerctse price is based on a proposed financial model. and we and Renova have agreed to negotiate and cooperate in good lath to determine the exercise price a the option is exercised we will enter into an agreement to prolese the applicable project and the °moderation for the project would be paid in shares ot our Class A common stock Upon terrnretion of the option and continuirg for three yeas, in the cased a project which Renova owns a rrejonty interest in or two years. in the case of a project wroth Rena owns a minority interest in. we will hove a right of first refusal to acquire any poled previous)/ subject to the option The consideration to be paid in completion with the exercise of the right of first refusal would be shares of our Class A common stock. Upon completion of the Renova Transactor', Renova vat be entitled to wort tone member to our hoard of &octets, and such ngt1will continue so long as Renova holds at least 40% of the Class A common stock it receives rn connecton with the closing of the transaction 213 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-0058178 CONFIDENTIAL SDNY_GM_00204362 EFTA01366650