0001567619-17-000393 Sample Contracts

VOTING AND SUPPORT AGREEMENT

Voting and Support Agreement • March 7th, 2017 • TerraForm Power, Inc. • Electric services

• Contract Type
  Voting and Support Agreement
• Filed
  March 7th, 2017
• Company
  TerraForm Power, Inc.
• Industry
  Electric services

This VOTING AND SUPPORT AGREEMENT, dated as of March 6, 2017 (this “Agreement”), is made and entered into by and among Orion US Holdings 1 L.P., a Delaware limited partnership (“Parent”), BRE TERP Holdings Inc., a Delaware corporation (“Merger Sub”), SunEdison, Inc., a Delaware corporation (“SunEdison”), SunEdison Holdings Corporation, a Delaware corporation (“SHC”), SUNE ML1, LLC, a Delaware limited liability company (“SML1”, and together with SHC, “Stockholders”), and TerraForm Power, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub, SunEdison, the Company and Stockholders are referred to collectively as the “Parties.”

MERGER AND SPONSORSHIP TRANSACTION AGREEMENT by and among TerraForm Power, Inc., Orion US Holdings 1 L.P. and BRE TERP Holdings Inc. Dated as of March 6, 2017

Merger Agreement • March 7th, 2017 • TerraForm Power, Inc. • Electric services • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 7th, 2017
• Company
  TerraForm Power, Inc.
• Industry
  Electric services
• Jurisdiction
  Delaware

This MERGER AND SPONSORSHIP TRANSACTION AGREEMENT (hereinafter called this “Agreement”), dated as of March 6, 2017, is by and among TerraForm Power, Inc., a Delaware corporation (the “Company”), Orion US Holdings 1 L.P., a Delaware limited partnership (“Sponsor”), and BRE TERP Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Sponsor (“Merger Sub”), with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).