EFTA01366684.pdf

Amendment #4 Page 255 of 868 registrabon statemere be Ned, and 'pggyback' registration nprits for stares of Cass A cortinon stock acquired pursued to the Private Placements All such demands are sutlect to an initial lioldteck Penal' el 180 days fdlovnno the inter µGC ottenrg, during which the purchasers in the Units Private Pocerrerts may not request that we register the shares of Class A common stock A demand regstraten may take any form, rcluding an undenvntten offering arc a shelf regstraton, provided that the investas are only entitled to two long-form registratIons and five short-fcrm regstratices (including takedowns from a resale shelf registration statement) Co June 9, 2015, Baron Funds and Zimmer Partners entered Wo a stock purchase agreemeil with Global in which they agreed to purchase 542 5 moon and $25.0 mile\ respectively, d itsClass Acommon stock at a pace per share equal to the neat pude offering price ins separate private placement transaction These share purchases are sutsecl to certain customary closog conclitoes and will he =fleeted cone:welt/ with the closing of this offenrg Based on an assumed intial public offering price of $20.00 per share, which is the midpoint of the range listed on the cover d this prospectus. these purchasers wr purchase an aggregate of 3.375,003 shares of our Class A common stock in this concurrent private placement We relied upon the 'pwMe placement' exemption from the regstraten requirements of the Securers Act prenatal by Section 4(a)(2) memo( in connection we the sale of securities in the Private Placements In that regard we obtained representations from each of the purchasers that it was an instiktorel 'accredited investor as defined in Rule 501(0)(1), (2), (3) a (7) of RegJat on D pronsagated under the Securities Act or a 'qualified institutional toyer as defined in Roe 144A promulgated wider the Securities Act and tret it red such knowledge and experience in financial or business matters that such purchase was capable of evaluating the ments and risk ol an investment/lour securities In addition, the securities to be issued in connection with these trans/lichens will bear a restrictive legend that prohrbds their transfer without registration under the Securities Act unless an exemption is available Project Support Agreement lawman* rya to the completion al this offering Global LLC will erter no the Support Agreement with our Sponsor, pursuant to which our Sponsor will provide Global LLC the opportunity to acquire the Call Right Projects and a right of first offer with respect to the SunEdison ROFO Proecls, as described below Cell MOM Projects Pursuant to the Support Agreement, our Sponsor will provide us and our subsidiaries with the right but not the obligation to purchase certain clean energy projects Ilan its project pperme We refer to these projects as the Cal Rigs Projects The Call Right Projects will consist of (i) a list of denied protects (including any Renova Backlog Project acquired by our Sponsor), (s) other projects to be identified in the (duo that are both (a) located in China, India, SubSeharan African (including South Africa) South Amenca (excluding Ghee) Central America (tattooing Mexico) and the Caribbean (nicks:Thu Puede Rico), laalaysel. Thailand, Prappneri, Indonesia or any other canoes mutually agreed upon by the parties, a the *Approved Countries' and (0 sublet:I to a fully (waded PPA (or expected to te sabject to a fully executed PPA prior to the cornmencerrent of COD for such project) with a creditworthy counterparty The price of the Call Right Projects will be determined by good fah negotiations between is and our Sponsor The price fa any Cal Right Project that we determine to purchase will tie the far market value. The Support Agreement provides that we will work with our Sponsor to nrAualy agree on the lair market value, but if we are unable to agree. we and out Sponsor will engage a third-party advisor to determine the fair market vete as described in nem deist below 247 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-0058212 CONFIDENTIAL SDNY_GM_00204396 EFTA01366684