last day of March, June Uses in Definitions Clause

Definitions from Stock Plan

Definitions. The following terms shall have the meanings set forth below: "Board" means the Board of Directors of the Company. "Change of Control" has the meaning set forth in Paragraph 12(d) hereof. "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to any provision of the Code or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule or regulation. "Committee" means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof. "Common Stock" has the meaning set forth in Paragraph 1 hereof. "Company" has the meaning set forth in Paragraph 1 hereof. "Consultants" means the Company's consultants and advisors only if: (i) they are natural persons; (ii) they provide bona fide services to the Company; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company's securities. "Deferral Election" has the meaning set forth in Paragraph 6 hereof. "Deferred Stock Account" means a bookkeeping account maintained by the Company for a Participant representing the Participant's interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof. "Delivery Date" has the meaning set forth in Paragraph 6 hereof. "Director" means an individual who is a member of the Board of Directors of the Company. "Dividend Equivalent" for a given dividend or other distribution means a number of shares of the Common Stock having a Fair Market Value, as of the record date for such dividend or distribution, equal to the amount of cash, plus the Fair Market Value on the date of distribution of any property, that is distributed with respect to one share of the Common Stock pursuant to such dividend or distribution; such Fair Market Value to be determined by the Committee in good faith. "Effective Date" has the meaning set forth in Paragraph 3 hereof. "Employee" means any officer or employee of the Company. "Exchange Act" has the meaning set forth in Paragraph 12(d) hereof. "Fair Market Value" means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on The Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market, then the average of the bid price of the Common Stock during the last five trading days on the OTC Bulletin Board or the OTC Markets Group Inc. immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined. If the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the determination is to be made. For the purpose of determining book value hereunder, book value shall be determined by adding as of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Common Stock outstanding as of said date, and the quotient thus obtained shall represent the book value of each share of the Common Stock of the Company. "Participant" has the meaning set forth in Paragraph 4 hereof. "Payment Time" means the time when a Stock Award is payable to a Participant pursuant to Paragraph 5 hereof (without regard to the effect of any Deferral Election). "Stock Award" has the meaning set forth in Paragraph 5 hereof. "Third Anniversary" has the meaning set forth in Paragraph 6 hereof.

Definitions from Stock Plan

Definitions. The following terms shall have the meanings set forth below: Board means the Board of Directors of the Company. Change of Control has the meaning set forth in Paragraph 12(d) hereof. Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to any provision of the Code or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule or regulation. Committee means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof. Common Stock has the meaning set forth in Paragraph 1 hereof. Company has the meaning set forth in Paragraph 1 hereof. Consultants means the Companys consultants and advisors only if: (i) they are natural persons; (ii) they provide bona fide services to the Company; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Companys securities. Deferral Election has the meaning set forth in Paragraph 6 hereof. Deferred Stock Account means a bookkeeping account maintained by the Company for a Participant representing the Participants interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof. Delivery Date has the meaning set forth in Paragraph 6 hereof. Director means an individual who is a member of the Board of Directors of the Company. Dividend Equivalent for a given dividend or other distribution means a number of shares of the Common Stock having a Fair Market Value, as of the record date for such dividend or distribution, equal to the amount of cash, plus the Fair Market Value on the date of distribution of any property, that is distributed with respect to one share of the Common Stock pursuant to such dividend or distribution; such Fair Market Value to be determined by the Committee in good faith. Effective Date has the meaning set forth in Paragraph 3 hereof. Employee means any officer or employee of the Company. Exchange Act has the meaning set forth in Paragraph 12(d) hereof. Fair Market Value means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on The Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market, then the average of the bid price of the Common Stock during the last five trading days on the OTC Bulletin Board immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined. If the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the determination is to be made. For the purpose of determining book value hereunder, book value shall be determined by adding as of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Common Stock outstanding as of said date, and the quotient thus obtained shall represent the book value of each share of the Common Stock of the Company. Participant has the meaning set forth in Paragraph 4 hereof. Payment Time means the time when a Stock Award is payable to a Participant pursuant to Paragraph 5 hereof (without regard to the effect of any Deferral Election). Stock Award has the meaning set forth in Paragraph 5 hereof. Third Anniversary has the meaning set forth in Paragraph 6 hereof.

Definitions from Stock Plan

Definitions. The following terms shall have the meanings set forth below: Board means the Board of Directors of the Company. Change of Control has the meaning set forth in Paragraph 12(d) hereof. Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to any provision of the Code or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule or regulation. Committee means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof. Common Stock has the meaning set forth in Paragraph 1 hereof. Company has the meaning set forth in Paragraph 1 hereof. Consultants means the Companys consultants and advisors only if: (i) they are natural persons; (ii) they provide bona fide services to the Company; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Companys securities. Deferral Election has the meaning set forth in Paragraph 6 hereof. Deferred Stock Account means a bookkeeping account maintained by the Company for a Participant representing the Participants interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof. Delivery Date has the meaning set forth in Paragraph 6 hereof. Director means an individual who is a member of the Board of Directors of the Company. Dividend Equivalent for a given dividend or other distribution means a number of shares of the Common Stock having a Fair Market Value, as of the record date for such dividend or distribution, equal to the amount of cash, plus the Fair Market Value on the date of distribution of any property, that is distributed with respect to one share of the Common Stock pursuant to such dividend or distribution; such Fair Market Value to be determined by the Committee in good faith. Effective Date has the meaning set forth in Paragraph 3 hereof. Employee means any officer or employee of the Company. Exchange Act has the meaning set forth in Paragraph 12(d) hereof. Fair Market Value means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on The Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market, then the average of the bid price of the Common Stock during the last five trading days on the OTC Bulletin Board or the OTC Markets Group Inc. immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined. If the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the determination is to be made. For the purpose of determining book value hereunder, book value shall be determined by adding as of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Common Stock outstanding as of said date, and the quotient thus obtained shall represent the book value of each share of the Common Stock of the Company. Participant has the meaning set forth in Paragraph 4 hereof. Payment Time means the time when a Stock Award is payable to a Participant pursuant to Paragraph 5 hereof (without regard to the effect of any Deferral Election). Stock Award has the meaning set forth in Paragraph 5 hereof. Third Anniversary has the meaning set forth in Paragraph 6 hereof.

Definitions from Stock Incentive Plan

Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below: "Affiliate" means (i) any entity that would be treated as an "affiliate" of the Company for purposes of Rule 12b-2 under the Exchange Act and (ii) any joint venture or other entity in which the Company has a direct or indirect beneficial ownership interest representing at least one-third (1/3) of the aggregate voting power of the equity interests of such entity or one-third (1/3) of the aggregate fair market value of the equity interests of such entity, as determined by the Committee. "Award" means an award of a Stock Option, Stock Award, or Restricted Stock Award granted under the Plan. "Award Agreement" means a written or electronic agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant. "Board" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Common Stock" means the Company's common stock, $0.001 par value per share. "Committee" means the Compensation Committee of the Board, or such other committee of the Board appointed by the Board to administer the Plan, or if no such committee exists, the Board. "Company" means RealBiz Media Group, Inc., a Delaware corporation. "Consultant" means any person which is a consultant or advisor to the Company and which is a natural person and who provides bona fide services to the Company which are not in connection with the offer or sale of securities in a capital-raising transaction for the Company, and do not directly or indirectly promote or maintain a market for the Company's securities. "Date of Grant" means the date on which an Award under the Plan is made by the Committee, or such later date as the Committee may specify to be the effective date of an Award. "Disability" means a Participant being considered "disabled" within the meaning of Section 409A(a)(2)(C) of the Code, unless otherwise provided in an Award Agreement. "Eligible Person" means any person who is an employee of the Company or any Affiliate or any person to whom an offer of employment with the Company or any Affiliate is extended, as determined by the Committee, or any person who is a Non-Employee Director, or any person who is Consultant to the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Company's common stock is listed or on The Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market, then the average of the bid price of the Company's common stock during the last five trading days on the OTC Bulletin Board or OTC Markets immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined. If the Company's common stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the determination is to be made. For the purpose of determining book value hereunder, book value shall be determined by adding as of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Company's common stock outstanding as of said date, and the quotient thus obtained shall represent the book value of each share of the Company's common stock. "Incentive Stock Option" means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422 of the Code and the regulations thereunder. "Non-Employee Director" means any member of the Board who is not an employee of the Company. "Nonqualified Stock Option" means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option. "Participant" means any Eligible Person who holds an outstanding Award under the Plan. "Plan" means the 2015 Stock Incentive Plan of RealBiz Media Group, Inc. as set forth herein, as amended from time to time. "Restricted Stock Award" means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that is issued subject to such vesting and transfer restrictions as the Committee shall determine and set forth in an Award Agreement. "Service" means a Participant's employment with the Company or any Affiliate or a Participant's service as a Non-Employee Director with the Company, as applicable. "Stock Award" means a grant of shares of Common Stock to an Eligible Person under Section 7 hereof that are issued free of

Definitions from Management Services Agreement

THIS AGREEMENT is made as of August 5, 2015, by and among TerraForm Global, Inc., a Delaware corporation (Global), TerraForm Global, LLC, a Delaware limited liability company (Global LLC), TerraForm Global Operating, LLC, a Delaware limited liability company (Global Operating), and SunEdison, Inc., a Delaware corporation (the Manager). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Globals Class A Common Stock on the date first above written.

Definitions. In this Agreement, except where the context otherwise requires, the following terms will have the following meanings: 1.1.1 Affiliate means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person. 1.1.2 Acquired Assets means any renewable generation and infrastructure asset acquired after the date hereof by any member of the Global Group, including, but not limited, to any assets acquired pursuant to the Support Agreement or otherwise agreed upon by the Manager and Global. 1.1.3 Agreement means this Management Services Agreement, and herein, hereof, hereby, hereunder and similar expressions refer to this Agreement and include every instrument supplemental or ancillary to this Agreement and, except where the context otherwise requires, not to any particular article or section thereof. 1.1.4 Asset Management Agreements means any project-level asset management or administrative support agreements entered or to be entered into between any member of the Global Group and any member of the Managers Group or any third party. 1.1.5 Base Management Fee means, for the calendar year 2015, zero dollars ($0) for the calendar year 2016, an amount equal to 2.5% of Globals Cash Available for Distribution; for the calendar year 2017, an amount equal to 2.5% of Globals Cash Available for Distribution; for the calendar year 2018, an amount equal to 2.5% of Globals Cash Available for Distribution; and for the calendar year 2019 and thereafter, an amount equal to the Manager Groups actual cost in providing services pursuant to the terms of this Agreement. The Base Management Fee may be increased or decreased from time to time by an agreed upon amount resulting from the amendment of the scope of the Services pursuant to Section 12.1.1 hereof. 1.1.6 Business means the business carried on from time to time by the Global Group. 1.1.7 Business Day means every day except a Saturday or Sunday, or a legal holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 1.1.8 Cash Available for Distribution means net cash provided by (used in) operating activities (i) plus or minus changes in assets and liabilities as reflected on Globals statements of cash flows, (ii) minus deposits into (or plus withdrawals from) restricted cash accounts required by project financing arrangements to the extent they decrease (or increase) cash provided by operating activities, (iii) minus cash distributions paid to noncontrolling interests, if any, (iv) minus scheduled project-level and other debt service payments and repayments in accordance with the related borrowing arrangements, to the extent they are paid from operating cash flows during a period, (v) minus non-expansionary capital expenditures, if any, to the extent they are paid from operating cash flows during a period, and (vi) plus or minus other operating items as necessary to present the cash flows Global deems representative of its core business operations, with the approval of Globals audit committee. 1.1.9 Change in Control shall mean any of the following: (i) any subsidiary of the Manager that owns the stock in Global no longer being a Subsidiary of the Manager; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of any of the Parties to any Person or group of related Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (a Group), together with any affiliates thereof; (iii) the commencement of the liquidation or dissolution of any of the Parties; (iii) any Person or Group shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of shares representing more than 50% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors, managers or trustees (the Voting Stock) of any of the Parties and such Person or Group actually has the power to vote such shares in any such election; (iv) the replacement of a majority of the Board of Directors of any of the Parties over a two-year period from the directors who constituted the applicable Board of Directors at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the applicable Board of Directors then still in office who were members of such Board of Directors at the beginning of such period; or (v) a merger or consolidation of any of the Parties with another entity in which holders of the Common Stock of the applicable Party immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, 50% or less of the common equity interest in the survi

Definitions from Stock Plan

Definitions. The following terms shall have the meanings set forth below: Board means the Board of Directors of the Company. Change of Control has the meaning set forth in Paragraph 12(d) hereof. Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. References to any provision of the Code or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule or regulation. Committee means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof. Common Stock has the meaning set forth in Paragraph 1 hereof. Company has the meaning set forth in Paragraph 1 hereof. Consultants means the Companys consultants and advisors only if: (i) they are natural persons; (ii) they provide bona fide services to the Company; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Companys securities. Deferral Election has the meaning set forth in Paragraph 6 hereof. Deferred Stock Account means a bookkeeping account maintained by the Company for a Participant representing the Participants interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof. Delivery Date has the meaning set forth in Paragraph 6 hereof. Director means an individual who is a member of the Board of Directors of the Company. Dividend Equivalent for a given dividend or other distribution means a number of shares of the Common Stock having a Fair Market Value, as of the record date for such dividend or distribution, equal to the amount of cash, plus the Fair Market Value on the date of distribution of any property, that is distributed with respect to one share of the Common Stock pursuant to such dividend or distribution; such Fair Market Value to be determined by the Committee in good faith. Effective Date has the meaning set forth in Paragraph 3 hereof. Employee means any officer or employee of the Company. Exchange Act has the meaning set forth in Paragraph 12(d) hereof. Fair Market Value means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on The Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market, then the average of the bid price of the Common Stock during the last five trading days on the OTC Bulletin Board or the OTC Markets Group Inc. immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined. If the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the determination is to be made. For the purpose of determining book value hereunder, book value shall be determined by adding as of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Common Stock outstanding as of said date, and the quotient thus obtained shall represent the book value of each share of the Common Stock of the Company. Participant has the meaning set forth in Paragraph 4 hereof. Payment Time means the time when a Stock Award is payable to a Participant pursuant to Paragraph 5 hereof (without regard to the effect of any Deferral Election). Stock Award has the meaning set forth in Paragraph 5 hereof. Third Anniversary has the meaning set forth in Paragraph 6 hereof.

Definitions from Management Services Agreement

THIS AGREEMENT is made as of , 2015, by and among TerraForm Global, Inc., a Delaware corporation (Global), TerraForm Global, LLC, a Delaware limited liability company (Global LLC), TerraForm Global Operating, LLC, a Delaware limited liability company (Global Operating), and SunEdison, Inc., a Delaware corporation (the Manager). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Globals Class A Common Stock on the date first above written.

Definitions. In this Agreement, except where the context otherwise requires, the following terms will have the following meanings: 1.1.1 Affiliate means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person. 1.1.2 Acquired Assets means any renewable generation and infrastructure asset acquired after the date hereof by any member of the Global Group, including, but not limited, to any assets acquired pursuant to the Support Agreement or otherwise agreed upon by the Manager and Global. 1.1.3 Agreement means this Management Services Agreement, and herein, hereof, hereby, hereunder and similar expressions refer to this Agreement and include every instrument supplemental or ancillary to this Agreement and, except where the context otherwise requires, not to any particular article or section thereof. 1.1.4 Asset Management Agreements means any project-level asset management or administrative support agreements entered or to be entered into between any member of the Global Group and any member of the Managers Group or any third party. 1.1.5 Base Management Fee means, for the calendar year 2015, zero dollars ($0) for the calendar year 2016, an amount equal to 2.5% of Globals Cash Available for Distribution; for the calendar year 2017, an amount equal to 2.5% of Globals Cash Available for Distribution; for the calendar year 2018, an amount equal to 2.5% of Globals Cash Available for Distribution; and for the calendar year 2019 and thereafter, an amount equal to the Manager Groups actual cost in providing services pursuant to the terms of this Agreement. The Base Management Fee may be increased or decreased from time to time by an agreed upon amount resulting from the amendment of the scope of the Services pursuant to Section 12.1.1 hereof. 1.1.6 Business means the business carried on from time to time by the Global Group. 1.1.7 Business Day means every day except a Saturday or Sunday, or a legal holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 1.1.8 Cash Available for Distribution means net cash provided by (used in) operating activities (i) plus or minus changes in assets and liabilities as reflected on Globals statements of cash flows, (ii) minus deposits into (or plus withdrawals from) restricted cash accounts required by project financing arrangements to the extent they decrease (or increase) cash provided by operating activities, (iii) minus cash distributions paid to noncontrolling interests, if any, (iv) minus scheduled project-level and other debt service payments and repayments in accordance with the related borrowing arrangements, to the extent they are paid from operating cash flows during a period, (v) minus non-expansionary capital expenditures, if any, to the extent they are paid from operating cash flows during a period, and (vi) plus or minus other operating items as necessary to present the cash flows Global deems representative of its core business operations, with the approval of Globals audit committee. 1.1.9 Change in Control shall mean any of the following: (i) any subsidiary of the Manager that owns the stock in Global no longer being a Subsidiary of the Manager; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of any of the Parties to any Person or group of related Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (a Group), together with any affiliates thereof; (iii) the commencement of the liquidation or dissolution of any of the Parties; (iii) any Person or Group shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of shares representing more than 50% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors, managers or trustees (the Voting Stock) of any of the Parties and such Person or Group actually has the power to vote such shares in any such election; (iv) the replacement of a majority of the Board of Directors of any of the Parties over a two-year period from the directors who constituted the applicable Board of Directors at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the applicable Board of Directors then still in office who were members of such Board of Directors at the beginning of such period; or (v) a merger or consolidation of any of the Parties with another entity in which holders of the Common Stock of the applicable Party immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, 50% or less of the common equity interest in the survi

Definitions from Management Services Agreement

THIS AGREEMENT is made as of the 23rd day of July 2014, by and among TerraForm Power, Inc., a Delaware corporation (Terra), TerraForm Power, LLC, a Delaware limited liability company (Terra LLC), TerraForm Power Operating, LLC, a Delaware limited liability company (Terra Operating), and SunEdison, Inc., a Delaware corporation (the Manager). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Terras Class A Common Stock on the date first above written.

Definitions. In this Agreement, except where the context otherwise requires, the following terms will have the following meanings: 1.1.1 Affiliate means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person. 1.1.2 Acquired Assets means any renewable generation and infrastructure asset acquired after the date hereof by any member of the Terra Group, including, but not limited, to any assets acquired pursuant to the Project Support Agreement or otherwise agreed upon by the Manager and Terra. 1.1.3 Agreement means this Management Services Agreement, and herein, hereof, hereby, hereunder and similar expressions refer to this Agreement and include every instrument supplemental or ancillary to this Agreement and, except where the context otherwise requires, not to any particular article or section thereof. 1.1.4 Asset Management Agreements means any project-level asset management or administrative support agreements entered or to be entered into between any member of the Terra Group and any member of the Managers Group or any third party. 1.1.5 Base Management Fee means, for the calendar year 2014, zero; for the calendar year 2015, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; for the calendar year 2016, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; for the calendar year 2017, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; and for the calendar year 2018, an amount equal to the Manager Groups actual cost in providing services pursuant to the terms of this Agreement. The Base Management Fee may be increased or decreased from time to time by an agreed upon amount resulting from the amendment of the scope of the Services pursuant to Section 13.1.1 hereof. 1.1.6 Base Management Fee Cap means $4,000,000 for the 2015 calendar year; $7,000,000 for the 2016 calendar year and $9,000,000 for the 2017 calendar year. 1.1.7 Business means the business carried on from time to time by the Terra Group. 1.1.8 Business Day means every day except a Saturday or Sunday, or a legal holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 1.1.9 Cash Available for Distribution means net cash provided by (used in) operating activities (i) plus or minus changes in operating assets and liabilities, (ii) minus deposits into (or plus withdrawals from) restricted cash accounts required by project financing arrangements, (iii) minus cash distributions paid to noncontrolling interests, if any, (iv) minus scheduled project-level and other debt service payments and repayments in accordance with the related borrowing arrangements, to the extent they are paid from operating cash flows during a period, (v) minus non-expansionary capital expenditures, if any, to the extent they are paid from operating cash flows during a period, and (vi) plus or minus other items as necessary to present the cash flows Terra deems representative of its core business operations. 1.1.10 Claims has the meaning assigned thereto in Section 9.1.1 hereof. 1.1.11 Control means the control by one Person of another Person in accordance with the following: a Person (A) controls another Person (B) where A has the power to determine the management and policies of B by contract or status (for example the status of A being the managing member of B) or by virtue of beneficial ownership of or control over a majority of the voting or economic interests in B; and, for certainty and without limitation, if A owns or has control over shares to which are attached more than 50% of the votes permitted to be cast in the election of directors to the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A Controls B for this purpose, and the term Controlled has the corresponding meaning. 1.1.12 Current Quarter Payment has the meaning assigned thereto in Section 7.1.1 hereof. 1.1.13 Dedicated Personnel has the meaning assigned thereto in Section 5.1.1 hereof. 1.1.14 Expense Statement has the meaning assigned thereto in Section 7.5 hereof. 1.1.15 GAAP means generally accepted accounting principles in the United States, and otherwise applicable local accounting principles, used by Terra in preparing its financial state

Definitions from Management Services Agreement

THIS AGREEMENT is made as of July 23, 2014, by and among TerraForm Power, Inc., a Delaware corporation (Terra), TerraForm Power, LLC, a Delaware limited liability company (Terra LLC), TerraForm Power TerraOperating, LLC, a Delaware limited liability company (Terra Operating), and SunEdison, Inc., a Delaware corporation (the Manager). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Terras Class A Common Stock on the date first above written.

Definitions. In this Agreement, except where the context otherwise requires, the following terms will have the following meanings: 1.1.1 Affiliate means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person. 1.1.2 Acquired Assets means any renewable generation and infrastructure asset acquired after the date hereof by any member of the Terra Group, including, but not limited, to any assets acquired pursuant to the Project Contribution Agreement or otherwise agreed upon by the Manager and Terra. 1.1.3 Agreement means this Management Services Agreement, and herein, hereof, hereby, hereunder and similar expressions refer to this Agreement and include every instrument supplemental or ancillary to this Agreement and, except where the context otherwise requires, not to any particular article or section thereof. 1.1.4 Asset Management Agreements means any project-level asset management or administrative support agreements entered or to be entered into between any member of the Terra Group and any member of the Managers Group or any third party. 1.1.5 Base Management Fee means, for the calendar year 2014, zero; for the calendar year 2015, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; for the calendar year 2016, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; for the calendar year 2017, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; and for the calendar year 2018, an amount equal to the Manager Groups actual cost in providing services pursuant to the terms of this Agreement. The Base Management Fee may be increased or decreased from time to time by an agreed upon amount resulting from the amendment of the scope of the Services pursuant to Section 13.1.1 hereof. 1.1.6 Base Management Fee Cap means $4,000,000 for the 2015 calendar year; $7,000,000 for the 2016 calendar year and $9,000,000 for the 2017 calendar year. 1.1.7 Business means the business carried on from time to time by the Terra Group. 1.1.8 Business Day means every day except a Saturday or Sunday, or a legal holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 1.1.9 Cash Available for Distribution means net cash provided by (used in) operating activities (i) plus or minus changes in assets and liabilities as reflected on Terras statements of cash flows, (ii) minus deposits into (or plus withdrawals from) restricted cash accounts required by project financing arrangements to the extent they decrease (or increase) cash provided by operating activities, (iii) minus cash distributions paid to noncontrolling interests, if any, (iv) minus scheduled project-level and other debt service payments and repayments in accordance with the related borrowing arrangements, to the extent they are paid from operating cash flows during a period, (v) minus non-expansionary capital expenditures, if any, to the extent they are paid from operating cash flows during a period, and (vi) plus or minus other operating items as necessary to present the cash flows Terra deems representative of its core business operations, with the approval of Terras audit committee. 1.1.10 Claims has the meaning assigned thereto in Section 9.1.1 hereof. 1.1.11 Control means the control by one Person of another Person in accordance with the following: a Person (A) controls another Person (B) where A has the power to determine the management and policies of B by contract or status (for example the status of A being the managing member of B) or by virtue of beneficial ownership of or control over a majority of the voting or economic interests in B; and, for certainty and without limitation, if A owns or has control over shares to which are attached more than 50% of the votes permitted to be cast in the election of directors to the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A Controls B for this purpose, and the term Controlled has the corresponding meaning. 1.1.12 Current Quarter Payment has the meaning assigned thereto in Section 7.1.1 hereof. 1.1.13 Dedicated Personnel has the meaning assigned thereto in Section 5.1.1 hereof. 1.1.14 Expense Statement has the meaning assigned thereto in Section 7.5 hereof. 1.1

Definitions from Management Services Agreement

THIS AGREEMENT is made as of the day of 2014, by and among TerraForm Power, Inc., a Delaware corporation (Terra), TerraForm Power, LLC, a Delaware limited liability company (Terra LLC), TerraForm Power Operating, LLC, a Delaware limited liability company (Terra Operating), and SunEdison, Inc., a Delaware corporation (the Manager). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Terras Class A Common Stock on the date first above written.

Definitions. In this Agreement, except where the context otherwise requires, the following terms will have the following meanings: 1.1.1 Affiliate means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person. 1.1.2 Acquired Assets means any renewable generation and infrastructure asset acquired after the date hereof by any member of the Terra Group, including, but not limited, to any assets acquired pursuant to the Project Support Agreement or otherwise agreed upon by the Manager and Terra. 1.1.3 Agreement means this Management Services Agreement, and herein, hereof, hereby, hereunder and similar expressions refer to this Agreement and include every instrument supplemental or ancillary to this Agreement and, except where the context otherwise requires, not to any particular article or section thereof. 1.1.4 Asset Management Agreements means any project-level asset management or administrative support agreements entered or to be entered into between any member of the Terra Group and any member of the Managers Group or any third party. 1.1.5 Base Management Fee means, for the calendar year 2014, zero; for the calendar year 2015, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; for the calendar year 2016, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; for the calendar year 2017, an amount equal to 2.5% of Terras Cash Available for Distribution; provided that, to the extent such amount exceeds the Base Management Fee Cap, the Base Management Fee for the year shall be an amount equal to the Base Management Fee Cap for such calendar year; and for the calendar year 2018, an amount equal to the Manager Groups actual cost in providing services pursuant to the terms of this Agreement. The Base Management Fee may be increased or decreased from time to time by an agreed upon amount resulting from the amendment of the scope of the Services pursuant to Section 13.1.1 hereof. 1.1.6 Base Management Fee Cap means $4,000,000 for the 2015 calendar year; $7,000,000 for the 2016 calendar year and $9,000,000 for the 2017 calendar year. 1.1.7 Business means the business carried on from time to time by the Terra Group. 1.1.8 Business Day means every day except a Saturday or Sunday, or a legal holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 1.1.9 Cash Available for Distribution means net cash provided by (used in) operating activities (i) plus or minus changes in assets and liabilities as reflected on Terras statements of cash flows, (ii) minus deposits into (or plus withdrawals from) restricted cash accounts required by project financing arrangements to the extent they decrease (or increase) cash provided by operating activities, (iii) minus cash distributions paid to noncontrolling interests, if any, (iv) minus scheduled project-level and other debt service payments and repayments in accordance with the related borrowing arrangements, to the extent they are paid from operating cash flows during a period, (v) minus non-expansionary capital expenditures, if any, to the extent they are paid from operating cash flows during a period, and (vi) plus or minus other operating items as necessary to present the cash flows Terra deems representative of its core business operations, with the approval of Terras audit committee. 1.1.10 Claims has the meaning assigned thereto in Section 9.1.1 hereof. 1.1.11 Control means the control by one Person of another Person in accordance with the following: a Person (A) controls another Person (B) where A has the power to determine the management and policies of B by contract or status (for example the status of A being the managing member of B) or by virtue of beneficial ownership of or control over a majority of the voting or economic interests in B; and, for certainty and without limitation, if A owns or has control over shares to which are attached more than 50% of the votes permitted to be cast in the election of directors to the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A Controls B for this purpose, and the term Controlled has the corresponding meaning. 1.1.12 Current Quarter Payment has the meaning assigned thereto in Section 7.1.1 hereof. 1.1.13 Dedicated Personnel has the meaning assigned thereto in Section 5.1.1 hereof. 1.1.14 Expense Statement has the meaning assigned thereto in Section 7.5 hereof. 1.1.15 G