●] Shares TerraForm Global, Inc. Class A Common Stock EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
TerraForm Global, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [●] additional shares of Common Stock (the “Option Shares”) as set forth below.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TERRAFORM GLOBAL, LLC Dated and effective as ofLimited Liability Company Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TerraForm Global, LLC, a Delaware limited liability company (the “Company”), dated and effective as of , 2015 (the “Effective Date”), is made by and among the Members (as defined herein).
DIRECT AGREEMENTDirect Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This DIRECT AGREEMENT (this “Agreement”), dated as of December 22, 2014, by and among SunEdison, Inc., a Delaware corporation (the “Parent”), SunEdison Holdings Corporation, a Delaware corporation (“SunE Holdings” and, together with the Parent, the “Obligors” and each an “Obligor”), SunEdison Emerging Markets Yield, LLC, a Delaware limited liability company (the “Company”) and JPMorgan Chase Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”).
PROJECT INVESTMENT AGREEMENTProject Investment Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS PROJECT INVESTMENT AGREEMENT (this “Agreement”) is made as of July , 2015 (the “Effective Date”), by and among TerraForm Global, Inc., a Delaware corporation (“GLBL”), and SunEdison, Inc., a Delaware corporation (“SunEdison”).
INTEREST PAYMENT AGREEMENTInterest Payment Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS INTEREST PAYMENT AGREEMENT (this “Agreement”) is made as of the , 2015 (the “Effective Date”), by and among TerraForm Global, LLC (“Global LLC”), a Delaware limited liability company, TerraFrom Global Operating LLC (“Global Operating”), a Delaware limited liability company and SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Holdings Corporation, a Delaware corporation (“SunEdison Holdings”).
INVESTMENT AGREEMENTInvestment Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS INVESTMENT AGREEMENT (this “Agreement”) is made as of December 22, 2014 (the “Effective Date”), by and among SunEdison Emerging Markets Yield, LLC, a Delaware limited liability company (“EM LLC”), SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Holdings Corporation, a Delaware corporation (“SunEdison Holdings”).
SUPPORT AGREEMENTSupport Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of , 2015 by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and TerraForm Global, LLC, a Delaware limited liability company (“Global LLC”). SunEdison and Global LLC are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RESTRICTED STOCK AGREEMENT PURSUANT TO THE SUNEDISON EMERGING MARKETS YIELD, INC. 2014 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SunEdison Emerging Markets Yield, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the SunEdison Emerging Markets Yield, Inc. 2014 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the board of directors of the Company; and
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of June 9, 2015 (the “Effective Date”), by and among TerraForm Global, Inc., a Delaware corporation (the “Company”), and the Investors named in Schedule A hereto (the “Investors”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE SUNEDISON EMERGING MARKETS YIELD, INC. 2014 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SunEdison Emerging Markets Yield, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the SunEdison Emerging Markets Yield, Inc. 2014 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the board of directors of the Company; and
CONFIDENTIAL EXECUTION VERSIONSecurities Swap Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This Securities Swap Agreement (this “Agreement”), is entered into as of July 15, 2015 (the “Effective Date”), by and among (1) TerraForm Global, LLC, a limited liability company organized under the laws of the State of Delaware, United States of America (“EMYC”), (2) solely for the purposes of its obligations under Sections 10.15 and 16.4 of this Agreement, TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“TERG”), (3) solely for the purposes of its obligations under Section 16.3 of this Agreement, SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“SunEdison”), and (4) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”). EMYC, TERG, SunEdison and Renova are herein referred to individually as a “Party” and collectively, as the “Parties”.
BENEFICIAL OWNERSHIP AGREEMENTBeneficial Ownership Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This Beneficial Ownership Agreement (hereinafter referred to as the “Agreement”) is made on this day of July 2015 by and amongst:
STOCK PURCHASE AGREEMENT between GLOBELEQ HOLDINGS (AMERICAS RENEWABLES) LIMITED and MESOAMERICA POWER LTD. as the Sellers and GLOBELEQ MESOAMERICA ENERGY (WIND) LTD. as the Company TERRAFORM GLOBAL OPERATING, LLC as the Purchaser and SOLELY FOR THE...Stock Purchase Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
STOCK PURCHASE AGREEMENT, dated as of June 12, 2015, between TERRAFORM GLOBAL OPERATING, LLC, a Delaware limited liability company (the “Purchaser”), solely for the purposes of Section 10.14, SUNEDISON, INC., a Delaware corporation (the “Purchaser Guarantor”), GLOBELEQ HOLDINGS (AMERICA RENEWABLES) LIMITED, a company organized and existing under the laws of Guernsey (“Globeleq Holdings”), MESOAMERICA POWER LTD., a company organized and existing under the laws of British Virgin Islands (“Mesoamerica” and together with Globeleq Holdings, the “Sellers” and each a “Seller”), and GLOBELEQ MESOAMERICA ENERGY (WIND) LTD., a company organized and existing under the laws of Bermuda with its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (the “Company”).
SECURITIES PURCHASE AGREEMENT by and among TerraForm Global, Inc., SunEdison, Inc. and Renova Energia, S.A.Securities Purchase Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
This Securities Purchase Agreement (this “Agreement”), is entered into as of July 15, 2015 (the “Effective Date”), by and among (1) TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“EMYC”), (2) solely for the purposes of its obligations under Section 16.3 of this Agreement, SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“SunEdison”), and (3) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”). EMYC, SunEdison and Renova are herein referred to individually as a “Party” and collectively, as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ] [ ], 2015, by and among TerraForm Global, Inc., a Delaware corporation (the “Company”), and the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 5 hereof.
TERRAFORM GLOBAL, INC., TERRAFORM GLOBAL, LLC and TERRAFORM GLOBAL OPERATING, LLC and SUNEDISON, INC. as Manager MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 27th, 2015 • Terraform Global, Inc. • Electric services • New York
