TERRAFORM POWER, INC. CLASS A COMMON STOCK PURCHASE AGREEMENTClass a Common Stock Purchase Agreement • June 12th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • New York
THIS CLASS A COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of June 11, 2018 by and between TerraForm Power, Inc., a Delaware corporation (the “Company”), Orion US Holdings 1 LP, a Delaware limited partnership (“Orion”) and Brookfield BRP Holdings (Canada) Inc., an Ontario corporation (“BRP”, and together with Orion, the “Investors”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 12th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings
This will confirm the agreement among the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Class A common stock, $0.01 par value per share, of TerraForm Power, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Act.
JOINDER AGREEMENTJoinder Agreement • June 12th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware
This Joinder Agreement, dated as of June 11, 2018, (this “Joinder Agreement”) is a joinder to the Governance Agreement, dated October 16, 2017, by and among TerraForm Power, Inc. (the “Company”), Orion US Holdings 1 L.P. (“Sponsor”) and the other parties party thereto from time to time (the “Governance Agreement”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Governance Agreement.
REGISTRATION RIGHTS JOINDERRegistration Rights Joinder • June 12th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • New York
Brookfield and TerraForm entered into a Registration Rights Agreement dated October 16, 2017 (the “Registration Rights Agreement”); and
