EFTA01366457.pdf

Amendment #4 Page 28 of 868 Alkyl ColMmt Sponsor 'Certain melons:ups and related party transactions—Procedures for review, approval and raticabco of related-person transact s. conflicts of interest' arid 'Management —Commttees el the board of arectors—Corporale Govemance and Conflicts Committee for a discussion c( the risks associated with oil organizational and ownership structae and corporate strategy for rregatirg such oaks Third•Party Call Right Agreements We have recently executed call ngh agreements with seven thed•party developers, pursuant to whichwe have the right to acquire, al our election, a total of 43 solar, wind and rwaroeleolnc projects located in Chre with an aggregate capacity d 1 559 7 MW Thirteen of these projects with an aggregate capeaty of 371.7 MW, have already achieved commercial cymbal The en-sang projects are at mous stages of development or constructon tut all have received the approval required for development proects n Chre Those Third-Party Cal Rgre Prefectswhorl are not yet operabaal are all expected to achieve commercial operaacri prior to the end of' 2017. The call nghts nay be exercised by is cluing the pencd spewed in the respectwe cal nght agreement. For projects in development or under construction. this is generally a period of three months fdlowing the COO of the relevant Third Party Call Right Project Fa projects which are already in canmercial operation the relevare period expires between two and three months folkwing the dale of execution of the respective call right agreement. Doing that period the developer tarot see a °itemise dspose a' its direct or irdrect interests ri the Third-Party Gee Right Projects If *a do not exercise our call nghls, these rights will automatcaty expire at the end of the specified period (unless an exteneon is agreed upon with the developer) Following the exercise of a cat font. we will work together with the developer in good lash to complete due diligence and to finalize ckcumentaton The purchase price is either a fixed amount specified in the relevant agreemert or a price calculated by reference to an agreed financial model if the parties are n apse regarding the purchase once, the matter will be resolved by an rdependent expert Following execution of transaction documersalon, tre acquisition vnll be completed in accordance yeah the agreed terms and coricitiona Renova Agreement We have entered into an option agreement for development assets with Renova, pursuant to which Renova has granted us a right, at our electron, to acquire certain curer t arid future renewable energy meats t owns that we supported by PPAs having a term of at least ten years that (I) are in development. (n) are under construe:ton a (ii) have achieved COD. The exercise price is based on a proposed (hamlet wodet. If the option is averaged. we will pay for he appicable project with shares of our Class A common stock Upon expiration of the option, we will have a nght of first refusal to purchase any project previously sitiect to the option Upon cons:Won of the Renova Transaction (defined below), Renova will be enteed to appoint one men ter to Oil board of directors and such note will continue so long as Renova adds at least 40% of the Class A common stock it receives in connectionwith the transaction 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 Sronly thereafter, we granted Certain employees Of SunErbson who we perform services for us equity incentive awards under the TerraFam Global. Inc 2014 Long-Term I-oentrve Pal. or the '2014 Inoentive Plan.' in the form of restncted stales of Global See 'Executive officer canpensabon—Equty incentive awards' 20 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-0057985 CONFIDENTIAL SONY GM_00204189 EFTA01366457