VOTING AGREEMENT AND PROXY WITH RESPECT TO EXCHANGEABLE NOTESVoting Agreement and Proxy • August 31st, 2016 • Madison Dearborn Capital Partners Iv Lp • Electric services • Delaware
This VOTING AGREEMENT AND PROXY (this “Agreement”) is made and entered into as of January 26 2015 by and between Madison Dearborn Capital Partners IV, L.P. (“MDP”) and Northwestern University (“Northwestern”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Purchase and Sale Agreement, dated November 17, 2014, by and among SunEdison, Inc., TerraForm Power, LLC, TerraForm Power, Inc., First Wind Holdings, LLC, First Wind Capital, LLC, D.E. Shaw Composite Holdings, L.L.C. (“D.E. Shaw”), and MDP, among others (the “Purchase and Sale Agreement”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 31st, 2016 • Madison Dearborn Capital Partners Iv Lp • Electric services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock, $0.01 par value per share, of TerraForm Power, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
