VOTING AGREEMENTVoting Agreement • July 22nd, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This VOTING AGREEMENT is dated as of July 20, 2015 (this “Agreement”), and is by and among 313 Acquisition LLC, a Delaware limited liability company (“Stockholder”), SunEdison, Inc., a Delaware corporation (“Parent”), and SEV Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”).
LOCK-UP AGREEMENT July 20, 2015Lock-Up Agreement • July 22nd, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
In connection with the proposed acquisition of Vivint Solar, Inc. (the “Company”) by SunEdison, Inc. (“Parent”) whereby SEV Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Parent, will merge with and into the Company (the “Merger”), and in consideration of Parent, Merger Sub and the Company entering into the Agreement and Plan of Merger dated on or about July 20, 2015 (the “Merger Agreement;” all capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Parent and the Company each to close the Merger, the undersigned (“Securityholder”), a holder of shares of Company Common Stock who will receive shares of Parent Common Stock and the Convertible Note Consideration in exchange for its shares of Company Common Stock, hereby agrees with Parent and the Company as follows:
