AGREEMENT AND PLAN OF MERGER by and among SUNEDISON, INC., SEV MERGER SUB INC. AND VIVINT SOLAR, INC. Dated as of July 20, 2015Agreement and Plan of Merger • July 22nd, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This AGREEMENT AND PLAN OF MERGER, dated as of July 20, 2015 (this “Agreement”), by and among SunEdison, Inc., a Delaware corporation (“Parent”), SEV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Vivint Solar, Inc., a Delaware corporation (the “Company”).
SUNEDISON, INC. 13736 Riverport Drive, Suite 180 Maryland Heights, Missouri July 20, 2015Letter Agreement • July 22nd, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This letter agreement (“Agreement”) constitutes an agreement by and among SunEdison, Inc. (“Parent”), Vivint, Inc. (“Vivint”) and Vivint Solar, Inc. (“Company”) with respect to the subject matter hereof. As you know, Vivint (and/or its affiliate) and the Company (and/or its affiliate) are each a party to the agreements set forth in Exhibit A hereto (the “Intercompany Agreements”) pursuant to which each of Vivint (and/or its affiliate), and, if and as applicable, the Company (and/or its affiliate), provides certain rights, licenses and/or services to the other. For clarity, for purposes of any references to “affiliate(s)” in this Agreement, Vivint and its affiliates (other than the Company and its subsidiaries), on the one hand, and the Company and its subsidiaries, on the other hand, shall not be deemed to be affiliates of each other hereunder; and, as of the Effective Time, Parent and its affiliates, will be affiliates of the Company. As an inducement to Parent entering into the Agree
