0001193125-15-398502 Sample Contracts

AMENDED AND RESTATED VOTING AGREEMENT

Voting Agreement • December 9th, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

• Contract Type
  Voting Agreement
• Filed
  December 9th, 2015
• Company
  Vivint Solar, Inc.
• Industry
  Heating equipment, except electric & warm air furnaces
• Jurisdiction
  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, 2015

The Agreement and Plan of Merger • December 9th, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

• Contract Type
  The Agreement and Plan of Merger
• Filed
  December 9th, 2015
• Company
  Vivint Solar, Inc.
• Industry
  Heating equipment, except electric & warm air furnaces
• Jurisdiction
  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).