0001193125-14-239048 Sample Contracts

TERRAFORM POWER, INC., TERRAFORM POWER, LLC and TERRAFORM POWER OPERATING, LLC and SUNEDISON, INC. as Manager MANAGEMENT SERVICES AGREEMENT

Management Services Agreement • June 17th, 2014 • TerraForm Power, Inc. • Electric services • New York

• Contract Type
  Management Services Agreement
• Filed
  June 17th, 2014
• Company
  TerraForm Power, Inc.
• Industry
  Electric services
• Jurisdiction
  New York

THIS AGREEMENT is made as of the day of 2014, by and among TerraForm Power, Inc., a Delaware corporation (“Terra”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), TerraForm Power Operating, LLC, a Delaware limited liability company (“Terra 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 Terra’s Class A Common Stock on the date first above written.

INDEMNIFICATION AGREEMENT

Indemnification Agreement • June 17th, 2014 • TerraForm Power, Inc. • Electric services • Delaware

• Contract Type
  Indemnification Agreement
• Filed
  June 17th, 2014
• Company
  TerraForm Power, Inc.
• Industry
  Electric services
• Jurisdiction
  Delaware

This Indemnification Agreement (this “Agreement”), dated , 2014, by and between TerraForm Power, Inc., a Delaware corporation (“Company”), and (“Indemnitee”).