●] Shares TerraForm Global, Inc. Class A Common Stock EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
TerraForm Global, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [●] additional shares of Common Stock (the “Option Shares”) as set forth below.
TERRAFORM GLOBAL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 5, 2015, between TerraForm Global, Inc., a Delaware corporation (the “Company”), and SunEdison, Inc., a Delaware corporation (“SunEdison”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1. This Agreement shall become effective immediately prior to the consummation of the initial public offering of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), on the date first above written (the “Effective Time”).
CREDIT AND GUARANTY AGREEMENT dated as of August 5, 2015 among TERRAFORM GLOBAL OPERATING, LLC, as Borrower, TERRAFORM GLOBAL, LLC, as a Guarantor, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent, Joint Lead Arranger...Credit and Guaranty Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of August 5, 2015, is entered into by and among TERRAFORM GLOBAL OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM GLOBAL, LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), J.P. MORGAN SECURITIES LLC (“JPMorgan Securities”) and BARCLAYS BANK PLC (“Barclays”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, SOCIÉTÉ GÉNÉRALE AND SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents (in such capacity, “Documentation Agents”) and GOLDMAN SACHS, JPMORGAN SECURITIES, BARCLAYS, CITIGROUP GLOBAL MARKETS INC. (“Citigroup”), MORGAN STANLEY SENIOR FUNDING, INC.
TERRAFORM GLOBAL OPERATING, LLC AND THE GUARANTOR PARTY HERETO 9.75% SENIOR NOTES DUE 2022 INDENTURE Dated as of August 5, 2015 U.S. Bank National Association TrusteeIndenture • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
INDENTURE dated as of August 5, 2015 among TerraForm Global Operating, LLC, a Delaware limited liability company, the Guarantors (as defined) and U.S. Bank National Association U.S., as trustee.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TERRAFORM GLOBAL, LLC Dated and effective as of August 5, 2015Limited Liability Company Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TerraForm Global, LLC, a Delaware limited liability company (the “Company”), dated and effective as of August 5, 2015 (the “Effective Date”), is made by and among the Members (as defined herein).
REPOWERING SERVICES AGREEMENTRepowering Services Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS AGREEMENT is made as of the August 5, 2015, by and among TerraForm Global, Inc., a Delaware corporation (“Global”), TerraForm Global, LLC, a Delaware limited liability company (“Global LLC”), TerraForm Global Operating LLC, a Delaware limited liability company (“Global Operating”), and SunEdison, Inc., a Delaware corporation (the “Manager”). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Global’s Class A Common Stock on the date first above written.
FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • December 21st, 2016 • Terraform Global, Inc. • Electric services • New York
THIS FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of September 13, 2016 and is entered into by and among TERRAFORM GLOBAL OPERATING, LLC, a Delaware limited liability company (“Borrower’’), the other Credit Parties party hereto, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as a Lender and as Administrative Agent (“Administrative Agent”) and the other Lenders party hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of August 5, 2015 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower, TERRAFORM GLOBAL, LLC, a Delaware limited liability company, the subsidiaries of Borrower named therein, the Lenders, the Administrative Agent, Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
DIRECT AGREEMENTDirect Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This DIRECT AGREEMENT (this “Agreement”), dated as of December 22, 2014, by and among SunEdison, Inc., a Delaware corporation (the “Parent”), SunEdison Holdings Corporation, a Delaware corporation (“SunE Holdings” and, together with the Parent, the “Obligors” and each an “Obligor”), SunEdison Emerging Markets Yield, LLC, a Delaware limited liability company (the “Company”) and JPMorgan Chase Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”).
FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2015 • Terraform Global, Inc. • Electric services • Delaware
This Indemnification Agreement (this “Agreement”), is effective as of , 2015 by and between TerraForm Global, Inc., a Delaware corporation (“Company”), and (“Indemnitee”).
PROJECT INVESTMENT AGREEMENTProject Investment Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS PROJECT INVESTMENT AGREEMENT (this “Agreement”) is made as of August 5, 2015 (the “Effective Date”), by and among TerraForm Global, Inc., a Delaware corporation (“GLBL”), and SunEdison, Inc., a Delaware corporation (“SunEdison”).
1- SECOND AMENDMENT TO FOURTH AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TERRAFORM GLOBAL, LLC This Second Amendment (this “Amendment”) to the Fourth Amended and Restated Limited Liability Company Agreement of TerraForm Global, LLC (the...Limited Liability Company Agreement • June 2nd, 2016 • Terraform Global, Inc. • Electric services • Delaware
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 7th, 2017 • Terraform Global, Inc. • Electric services
This VOTING AND SUPPORT AGREEMENT, dated as of March 6, 2017 (this “Agreement”), is made and entered into by and among Orion US Holdings 1 L.P., a Delaware limited partnership (“Parent”), BRE GLBL Holdings Inc., a Delaware corporation (“Merger Sub”), SunEdison, Inc., a Delaware corporation (“SunEdison”), SunEdison Holdings Corporation, a Delaware corporation (“Stockholder”), and TerraForm Global, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub, SunEdison, Stockholder and the Company are referred to collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of August 5, 2015, is made by and among TerraForm Global, Inc., a Delaware corporation (the “Corporation”), TerraForm Global, LLC, a Delaware limited liability company (“Global LLC”), SunEdison, Inc. (“SunEdison”) and the other Persons from time to time party hereto in accordance with Section 4.1 hereof (collectively with SunEdison, the “Global LLC Unitholders”).
INTEREST PAYMENT AGREEMENTInterest Payment Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS INTEREST PAYMENT AGREEMENT (this “Agreement”) is made as of the August 5, 2015 (the “Effective Date”), by and among TerraForm Global, LLC (“Global LLC”), a Delaware limited liability company, TerraFrom Global Operating LLC (“Global Operating”), a Delaware limited liability company and SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Holdings Corporation, a Delaware corporation (“SunEdison Holdings”).
SunEdison, Inc. and TerraForm Global, LLC TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 11th, 2017 • Terraform Global, Inc. • Electric services • New York
NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties hereto agree as follows:
BENEFICIAL OWNERSHIP AGREEMENTBeneficial Ownership Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This Beneficial Ownership Agreement (hereinafter referred to as the “Agreement”) is made on this day of July 2015 by and amongst:
INVESTMENT AGREEMENTInvestment Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS INVESTMENT AGREEMENT (this “Agreement”) is made as of December 22, 2014 (the “Effective Date”), by and among SunEdison Emerging Markets Yield, LLC, a Delaware limited liability company (“EM LLC”), SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Holdings Corporation, a Delaware corporation (“SunEdison Holdings”).
SUPPORT AGREEMENTSupport Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2015 by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and TerraForm Global, LLC, a Delaware limited liability company (“Global LLC”). SunEdison and Global LLC are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
OMNIBUS CLOSING AGREEMENTOmnibus Closing Agreement • November 13th, 2015 • Terraform Global, Inc. • Electric services • New York
This Omnibus Closing Agreement (this “Agreement”), is entered into as of September 18, 2015 (the “Effective Date”), by and among (1) TerraForm Global, LLC, a limited liability company organized under the laws of the State of Delaware, United States of America (“EMYC”), (2) TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“Global”), (3) SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“SunEdison”), (4) TerraForm Global Brazil Holding B.V., a cooperative (coöperatie) established under the laws of the Netherlands (“EMYC Sub”), (5) TERP GLBL Brasil I Participações S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Buyer,” and together with EMYC, Global, SunEdison and EMYC Sub, the “TERG Parties”) and (6) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”). EMYC, Global, SunEdison, EMYC Sub, Buyer and Renov
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • September 2nd, 2016 • Terraform Global, Inc. • Electric services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 2, 2016, among TerraForm Global Operating, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors (as defined in the Indenture referred to below) party hereto and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE SUNEDISON EMERGING MARKETS YIELD, INC. 2014 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SunEdison Emerging Markets Yield, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the SunEdison Emerging Markets Yield, Inc. 2014 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the board of directors of the Company; and
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • May 30th, 2017 • Terraform Global, Inc. • Electric services • New York
This Settlement Agreement and Mutual Release (“Settlement Agreement”), dated as of May 26, 2017, is entered into by and between, on the one hand, Renova Energia, S.A. (“Renova”), and on the other hand, TerraForm Global, Inc., TerraForm Global, LLC, TerraForm Global Brazil Holding B.V., and TERP GLBL Brasil I Participações Ltda. (together with TerraForm Global, Inc., TerraForm Global, LLC, and TerraForm Global Brazil Holding B.V., the “Global Parties” and each a “Global Party”). Renova and the Global Parties are referred to in this Settlement Agreement collectively as the “Parties,” and each individually as a “Party.”
Amendment No. 1 to Project Investment AgreementProject Investment Agreement • December 21st, 2016 • Terraform Global, Inc. • Electric services • New York
This Amendment No. 1 to Project Investment Agreement (this “Amendment”), dated as of March 23, 2016, is entered into by and between TerraForm Global, Inc., a Delaware corporation (“GLBL”), and SunEdison, Inc., a Delaware corporation (“SunEdison”).
APPENDIX A-1 Lender Revolving Commitment Pro Rata Share Goldman Sachs Bank USA $43,298,969 12.3711340206% Barclays Bank PLC $43,298,969 12.3711340206% Citibank, N.A. $43,298,969 12.3711340206% Morgan Stanley Bank, N.A. $43,298,969 12.3711340206% Bank...Credit and Guaranty Agreement • May 10th, 2016 • Terraform Global, Inc. • Electric services • New York
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of June 9, 2015 (the “Effective Date”), by and among TerraForm Global, Inc., a Delaware corporation (the “Company”), and the Investors named in Schedule A hereto (the “Investors”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE SUNEDISON EMERGING MARKETS YIELD, INC. 2014 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SunEdison Emerging Markets Yield, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the SunEdison Emerging Markets Yield, Inc. 2014 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the board of directors of the Company; and
SETTLEMENT AGREEMENT, entered into as of March 6, 2017 (this “Agreement”), amongSettlement Agreement • March 7th, 2017 • Terraform Global, Inc. • Electric services • New York
Unless expressly stated otherwise below, the amounts of all asserted claims described below are disputed by the party such claims are asserted against, and the inclusion of such claims on this Exhibit E shall not be deemed an admission or concession, res judicata, collateral estoppel, or otherwise relevant or probative as part of, or in connection with, any subsequent action or proceeding in respect of such claims.
CONFIDENTIAL EXECUTION VERSIONSecurities Swap Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This Securities Swap Agreement (this “Agreement”), is entered into as of July 15, 2015 (the “Effective Date”), by and among (1) TerraForm Global, LLC, a limited liability company organized under the laws of the State of Delaware, United States of America (“EMYC”), (2) solely for the purposes of its obligations under Sections 10.15 and 16.4 of this Agreement, TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“TERG”), (3) solely for the purposes of its obligations under Section 16.3 of this Agreement, SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“SunEdison”), and (4) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”). EMYC, TERG, SunEdison and Renova are herein referred to individually as a “Party” and collectively, as the “Parties”.
ContractMerger Agreement • March 7th, 2017 • Terraform Global, Inc. • Electric services • Delaware
ContractCredit and Guaranty Agreement • May 10th, 2016 • Terraform Global, Inc. • Electric services
STOCK PURCHASE AGREEMENT between GLOBELEQ HOLDINGS (AMERICAS RENEWABLES) LIMITED and MESOAMERICA POWER LTD. as the Sellers and GLOBELEQ MESOAMERICA ENERGY (WIND) LTD. as the Company TERRAFORM GLOBAL OPERATING, LLC as the Purchaser and SOLELY FOR THE...Stock Purchase Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
STOCK PURCHASE AGREEMENT, dated as of June 12, 2015, between TERRAFORM GLOBAL OPERATING, LLC, a Delaware limited liability company (the “Purchaser”), solely for the purposes of Section 10.14, SUNEDISON, INC., a Delaware corporation (the “Purchaser Guarantor”), GLOBELEQ HOLDINGS (AMERICA RENEWABLES) LIMITED, a company organized and existing under the laws of Guernsey (“Globeleq Holdings”), MESOAMERICA POWER LTD., a company organized and existing under the laws of British Virgin Islands (“Mesoamerica” and together with Globeleq Holdings, the “Sellers” and each a “Seller”), and GLOBELEQ MESOAMERICA ENERGY (WIND) LTD., a company organized and existing under the laws of Bermuda with its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Company”).
SECURITIES PURCHASE AGREEMENT by and among TerraForm Global, Inc., SunEdison, Inc. and Renova Energia, S.A.Securities Purchase Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This Securities Purchase Agreement (this “Agreement”), is entered into as of July 15, 2015 (the “Effective Date”), by and among (1) TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“EMYC”), (2) solely for the purposes of its obligations under Section 16.3 of this Agreement, SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“SunEdison”), and (3) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”). EMYC, SunEdison and Renova are herein referred to individually as a “Party” and collectively, as the “Parties”.
AMENDED AND RESTATED EQUITY INTEREST PURCHASE AND SALE AGREEMENTEquity Interest Purchase and Sale Agreement • December 7th, 2015 • Terraform Global, Inc. • Electric services • Delaware
This AMENDED AND RESTATED EQUITY INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”), is made and entered into as of December 1, 2015 (the “Execution Date”), by and between SunEdison Holdings Corporation, a Delaware limited corporation, or a designated subsidiary thereof (the “Seller”), and TerraForm Global, LLC, a Delaware limited liability company or designated subsidiary thereof (the “Buyer”). Each of the Seller and the Buyer are hereinafter referred to individually as a “Party” and together as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ] [ ], 2015, by and among TerraForm Global, Inc., a Delaware corporation (the “Company”), and the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 5 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 5, 2015, by and among TerraForm Global, Inc., a Delaware corporation (the “Company”), and the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 5 hereof.
