JOINDER AGREEMENTJoinder Agreement • June 29th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware
This Joinder Agreement, dated as of June 29, 2018, (this “Joinder Agreement”) is a joinder to the Governance Agreement, dated October 6, 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 (as supplemented by the joinder, dated June 11, 2018, by and among the Company, Sponsor and Brookfield BRP Holdings (Canada) Inc., the “Governance Agreement”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Governance Agreement.
REGISTRATION RIGHTS ASSIGNMENT AGREEMENTRegistration Rights Assignment Agreement • June 29th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • New York
Orion US Holdings 1 L.P., a limited partnership incorporated under the laws of the State of Delaware (“Brookfield”) and TerraForm entered into a Registration Rights Agreement dated October 16, 2017 (together with the Registration Rights Joinder (as defined below), the “Registration Rights Agreement”);
CONTRIBUTION AGREEMENTContribution Agreement • June 29th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario
This CONTRIBUTION AGREEMENT is effective as of the 29th day of June, 2018 (this “Agreement”), is entered into by and among Brookfield BRP Holdings (Canada) Inc. (“BRP”) and BBHC Orion Holdco L.P. (“Subsidiary LP”) and Orion Canadian AIV GP Inc. (“AIV GP”) (together with BRP and Subsidiary LP, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 29th, 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.
