AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 9th, 2015 • Sunedison, Inc. • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT is dated as of December 9, 2015 (this “Agreement”), and is 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”).
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER by and among SUNEDISON, INC., SEV MERGER SUB INC. AND VIVINT SOLAR, INC. Dated as of December 9, 2015The Agreement and Plan of Merger • December 9th, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of [ ], 2015, between SunEdison, Inc., a Delaware corporation, as issuer (the “Company”), and Computershare Trust Company, National Association, as trustee, conversion agent, registrar, bid solicitation agent and paying agent (in such capacities, the “Trustee”, “Conversion Agent”, “Registrar”, “Bid Solicitation Agent” and “Paying Agent”, respectively).
SunEdison, Inc. 13736 Riverport Drive Maryland Heights, Missouri 63043Sunedison, Inc. • December 9th, 2015 • Semiconductors & related devices • Delaware
In connection with the proposed acquisition of Vivint Solar, Inc., a Delaware corporation (the “Company”), by SunEdison, Inc., a Delaware corporation (“Parent”), whereby SEV Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent, will merge with and into the Company (the “Merger”), Parent, Merger Sub and the Company entered into the Agreement and Plan of Merger dated as of July 20, 2015 (as amended, the “Merger Agreement”).
SUNEDISON AND VIVINT SOLAR REACH AGREEMENT TO AMEND DEFINITIVE MERGER AGREEMENT TO ACQUIRE VIVINT SOLAR; BLACKSTONE-SPONSORED VEHICLE TO BECOME KEY STAKEHOLDER AND COMMITS TO PROVIDE $250 MILLION CREDIT FACILITYSunedison and Vivint Solar Reach Agreement • December 9th, 2015 • Sunedison, Inc. • Semiconductors & related devices
• At Vivint Solar’s option, and with the consent of the Blackstone-sponsored vehicle, public stockholders of Vivint Solar may be paid all cash consideration; if such option is exercised, Blackstone-sponsored vehicle will accept stock and convertible notes of SunEdison in lieu of a substantial portion of the cash it would have otherwise been entitled to receive in the merger.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of December 9, 2015, and is between SunEdison, Inc., a Delaware corporation (the “Company”) and 313 Acquisition LLC, a Delaware limited liability company (“313” and, collectively with any transferees to whom 313 transfers Registrable Securities and related rights under this Agreement in accordance with Section 6.1 of this Agreement, the “Securityholders”).
