SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ________)*

TERRAFORM GLOBAL, INC.

(Name of Issuer)

Class A Common Stock, Par Value $0.01

(Title of Class of Securities)

88104M101

(CUSIP Number)

Ricardo de Lima Assaf

Renova Energia S.A.

Avenida Roque Petroni Junior, 999

Sao Paulo, SP, Brazil 04707-910

Telephone: +55 (11) 35091000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 18, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Renova Energia S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ☐ (b)    x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Brazil

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 20,327,499
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 20,327,499
	10.	SHARED DISPOSITIVE POWER 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,327,499 shares of Class A Common Stock
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.14% of the shares of Class A Common Stock (2)
14.	TYPE OF REPORTING PERSON (see instructions) CO
Footnotes:
(1) Based upon 118,597,013 shares of the Issuer’s Class A Common Stock outstanding, as reported in the Issuer’s prospectus (Form S-1/A) filed with the Securities and Exchange Commission on May 7, 2015, as amended.

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Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of TerraForm Global, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814.

Item 2. Identity and Background.

This Statement is being filed on behalf of Renova Energia S.A. (the “Reporting Person”), a listed sociedade anonima (S.A.) organized under the laws of Brazil. Its principal offices are located at Avenida Roque Petroni Junior, 999, 4 andar, Sao Paulo, SP, Brazil 04707-910.

Attached as Schedule I is a chart setting forth, the name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship with respect to each executive officer, director and controlling person of the Reporting Person.

During the last five years prior to the date hereof, neither the Reporting Person, to the best knowledge of the Reporting Person, nor any of the other persons with respect to whom information is given in response to this Item 2, has been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source or Amount of Funds or Other Consideration.

The shares were acquired pursuant to a securities swap agreement (the “Securities Swap Agreement”) by and among TerraForm Global, Inc. (the “Issuer”), a Delaware corporation, TerraForm Global, LLC (“TerraForm Global”), a limited liability company organized under the laws of the State of Delaware, SunEdison, Inc. (“SunEdison”), a Delaware corporation and the Reporting Person, dated as of July 15, 2015 (the “Security Swap Agreement”), the text of which is contained in Exhibit 1 listed in Item 7 below and incorporated herein by reference, by which the Reporting Person received shares of Class A Common Stock of the Issuer as partial consideration for the sale of certain assets of the Reporting Person. The Reporting Person received as consideration for this sale a cash settlement of U.S.$92.1 million and 20,327,499 shares of the Class A Common Stock with a value of U.S.$ 321.3 million, assuming an initial public offering price of U.S.$15.00 per share of Class A Common Stock and conversion rate of R$ 0.3187 per U.S.$1.00 as of July 15, 2015.

Item 4. Purpose of Transaction.

A.        Securities Swap Agreement

Pursuant to the Securities Swap Agreement, among other things, Renova and TerraForm Global agreed to swap the Swapped Securities (as defined in the Securities Swap Agreement) for 20,327,499 shares of Class A Common Stock of the Issuer pursuant to the terms of the Securities Swap Agreement. The summary contained in this Schedule 13D of certain provisions of the Securities Swap Agreement is subject to, and qualified in its entirety by, the full text of the Securities Swap Agreement contained in Exhibit 1 listed in Item 7 below and incorporated herein by reference.

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B.         Board Member

Pursuant to the Securities Swap Agreement, the Reporting Person is entitled to appoint one member of the board of the directors of the Issuer pursuant to the Security Swap Agreement. Such right to appoint a member of the board of directors of the Issuer will continue so long as the Reporting Person holds at least 28% of the Class A Common Stock described herein. Other than as described above, the Reporting Person has no present plans or proposals to change the number or term of directors or to fill any other existing vacancies on the board.

C.         General

Other than as described above and as described in Item 6, the Reporting Person has no plans or proposals that would result in:

1. the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
2. an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
3. a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
4. any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
5. any material change in the present capitalization or dividend policy of the Issuer;
6. any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
7. changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
8. causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
9. a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
10. any action similar to any of those enumerated above.

The Reporting Person expects to review from time to time its investment in the Issuer and may, depending on the Issuer’s business, assets, operations, financial condition, prospects and other factors, as well as: (i) purchase additional shares of Class A Common Stock, options or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the shares of Class A Common Stock, options or other securities now beneficially owned or hereafter acquired by it; (iii) propose one director for the Issuer’s board of directors; (iv) acquire assets of the Issuer and its subsidiaries; and (v) engage in such other proposals as the Reporting Person may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in clauses (a) through (j), above.

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Item 5.  Interest in Securities of the Issuer.

a. The Reporting Person beneficially owns 20,327,499 shares of Class A Common Stock, which represents 17.14% of the 118,597,013 shares of Common Stock outstanding as reported in the Issuer’s prospectus (Form S-1/A) filed with the Securities and Exchange Commission on May 7, 2015, as amended.

b. The Reporting Person has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 20,327,499 shares of Class A Common Stock described in Item 5a above.

c. Except as described herein, no transaction in shares of Class A Common Stock were effected during the past 60 days by the Reporting Person.

d. No person, other than the Reporting Person, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Class A Common Stock beneficially owned by the Reporting Person.

e. Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

A.        Securities Swap Agreement

Pursuant to the Securities Swap Agreement, among other things, Renova and TerraForm Global agreed to swap the Swapped Securities (as defined in the Securities Swap Agreement) for 20,327,499 shares of Class A Common Stock of the Issuer pursuant to the terms of the Securities Swap Agreement. The summary contained in this Schedule 13D of certain provisions of the Securities Swap Agreement is subject to, and qualified in its entirety by, the full text of the Securities Swap Agreement contained in Exhibit 1 listed in Item 7 below and incorporated herein by reference.

B.         Lock-Up Agreement

The executive officers and directors of the Issuer, the Reporting Person and a certain other stockholders of the Issuer each entered into the Lock-Up Agreement letter agreement (the “Lock-Up Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC (in their capacity as representatives of the underwriter for the Initial Public Offering of the Issuer (the “IPO”)) (the “Representatives”).

Pursuant to the Lock-Up Agreement, the Reporting Person has agreed that for a period of 180 days following the date of the underwriting agreement with the Representatives related to the IPO, subject to specified exceptions, it will not, without the prior written consent of the Representatives directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of the Class A Common Stock, including, without limitation, shares of Class A Common Stock which may be deemed to be beneficially owned by the Reporting Person in accordance with the rules and regulations of the Securities and Exchange Commission.

Waiver of Rights and Notice. According to the Lock-Up Agreement, the Reporting Person agreed to waive, in connection with the IPO:

1. All rights to notice pursuant to any agreement, understanding or otherwise the Reporting Person might have, which sets forth the terms of any security of the Issuer held by the Reporting Person and;

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2. Any registration rights the Reporting Person may have pursuant to any agreement, understanding or otherwise the Reporting Person might have, which sets forth the terms of any security of the Issuer held by the Reporting Person.

The summary contained in this Schedule 13D of certain provisions of the Lock-Up Agreement is subject to, and qualified in its entirety by, the full text of the Lock-Up Agreement contained in Exhibit 2 listed in Item 7 below and incorporated herein by reference.

C.         Put/Call Agreement

The Reporting Person and SunEdison, a controlling shareholder of the Issuer’s common stock, entered into a put and call agreement, dated July 31, 2015 (the “Put/Call Agreement”), as amended, pursuant to which, for a ten-day period beginning on March 31, 2016: (i) the Reporting Person will have the right to require SunEdison to repurchase, at the Reporting Person’s election, up to 7,000,000 shares of the Class A Common Stock, and (ii) SunEdison will have the right to purchase from the Reporting Person, at SunEdison’s election, up to 4,200,000 of the Class A Common Stock, in each case on one occasion, at a price equal to R$50.48 per share, provided that, at the sole election of SunEdison, SunEdison will have the right to pay U.S.$15.00 per share in lieu of the price of R$50.48 per share. The summary contained in this Schedule 13D of certain provisions of the Put/Call Agreement is subject to, and qualified in its entirety by, the full text of the Put/Call Agreement contained in Exhibit 3 listed in Item 7 below.

D.         Omnibus Agreement

The Reporting Person, the Issuer, TerraForm Global, SunEdison, TerraForm Global Brazil Holding B.V., a cooperative (coöperatie) established under the laws of the Netherlands (“EMYC Sub”) and TERP GLBL Brasil I Participações S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (the “Buyer”), an omnibus agreement dated September 18, 2015 (the “Omnibus Agreement”) pursuant to which the Reporting Person granted EMYC Sub, an affiliate of the Issuer, a continuing security interest in 19,221,671 shares of theClass A Common Stock as collateral (the “Collateral”) for ongoing obligations of the Reporting Person with respect to certain assets acquired from the Reporting Person. The security interest has been perfected through the filing of appropriate Uniform Commercial Code financing statements describing the Collateral. The summary contained in this Schedule 13D of certain provisions of the Omnibus Agreement is subject to, and qualified in its entirety by, the full text of the Omnibus Agreement contained in Exhibit 4 listed in Item 7 below.

E.         Option Agreement

The Reporting Person and the Issuer have entered into an option agreement dated July 15, 2015 (the “Option Agreement”) for development assets, pursuant to which the Reporting Person has granted the Issuer a right, at the Issuer’s election, to acquire certain current and future renewable energy projects owned by the Issuer that are supported by certain purchase agreements having a term of at least ten years that (i) are in development, (ii) are under construction or (iii) have achieved commercial operation dates. The exercise price is based on a proposed financial model. If the option is exercised, the Issuer will pay for the applicable project with shares of the Class A Common Stock. The summary contained in this Schedule 13D of certain provisions of the Option Agreement is subject to, and qualified in its entirety by, the full text of the Option Agreement contained in Exhibit 5 listed in Item 7 below.

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F.         Registration Rights Agreement

The Reporting Person and the Issuer have entered into a Registration Rights Agreement dated September 18, 2015 (the “Registration Rights Agreement”) pursuant to which, among other things, (i) the Issuer agreed to file a shelf registration statement and (ii) the Reporting Person is entitled to certain “piggyback” registration rights for registered offerings of the Issuer’s securities under the Securities Act of 1933, subject to certain limitations. The summary contained in this Schedule 13D of certain provisions of the Registration Rights Agreement is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement contained in Exhibit 6 listed in Item 7 below.

Item 7.  Material to Be Filed as Exhibits.

Descriptions of documents set forth on this Schedule are qualified in their entirety by reference to the exhibits listed in this Item 7.

Exhibit	Name
1	Security Swap Agreement by and among TerraForm Global, Inc., TerraForm Global, LLC, SunEdison, Inc. and Renova Energia S.A., dated as of July 15, 2015, a copy of which is incorporated herein by reference from Exhibit 2.2 to the registration statement on Form S-1 originally filed by the Issuer on May 7, 2015, as amended.
2	Form of the Lock-Up Agreement by and among the parties named therein a copy of which is incorporated herein by reference from Exhibit A to Exhibit 1.1 to the registration statement on Form S-1 originally filed by the Issuer on May 7, 2015, as amended.
3	Put/Call Agreement by and between Renova Energia S.A. and SunEdison, Inc., dated as of July 31, 2015 and First Amendment to Put/Call Agreement by and between Renova Energia S.A. and SunEdison, Inc., dated as of September 18, 2015.
4	Omnibus Agreement by and among TerraForm Global, Inc., TerraForm Global, LLC, SunEdison, Inc., TerraForm Global Brazil Holding B.V., TERP GLBL Brasil I Participações S.A. and Renova Energia S.A., dated as of September 18, 2015.
5	Option Agreement by and between TerraForm Global, Inc. and Renova Energia S.A., dated as of July 15, 2015.
6	Registration Rights Agreement by and between TerraForm Global, Inc. and Renova Energia S.A., dated as of September 18, 2015.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 28, 2015

RENOVA ENERGIA S.A.

By:  /s/ Ricardo de Lima Assaf            

Name: Ricardo de Lima Assaf
Title: General Counsel

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Schedule I

Name	Principal Business Address	Principal Occupation or Employment	Citizenship
Board of Directors
Ricardo Lopes Delneri	Avenida Roque Petroni Junior, 1089, sala 1101, Sao Paulo, SP, Brazil 04707-000	Director, RR Participações S.A.	Brazilian
Thiago Montenegro Henry	Avenida Roque Petroni Junior, 1089, sala 1101, Sao Paulo, SP, Brazil 04707-000	Manager of Shareholder Interests, Clime Trading	Brazilian
Renato do Amaral Figueiredo	Avenida Roque Petroni Junior, 1089, sala 1101, Sao Paulo, SP, Brazil 04707-000	Director, RR Participações S.A..	Brazilian
Daniel Teruo Famano	Avenida Roque Petroni Junior, 1089, sala 1104, Sao Paulo, SP, Brazil 04707-000	Investor Relations Director, RR Casa de Investimentos e Participações	Brazilian
Geoffrey David Cleaver	Avenida Paulista, 688, 6 andar, Sao Paulo, SP, Brazil 01310-100	Executive Superintendent, Mantiq Investimentos Limitada	Brazilian
Carlos José Teixeira Correa	Avenida Paulista, 688, 6 andar, Sao Paulo, SP, Brazil 01310-000	Superintendent of Investments, Mantiq Investimentos Limitada	Brazilian
Rodrigo Matos Huet de Bacellar	Avenida República do Chile, 100 – Centro, Rio de Janeiro, RJ, Brazil 20031-917	Superintendent, BNDES	Brazilian
Ana Paula de Sousa Soares	Avenida República do Chile, 100 – Centro, Rio de Janeiro, RJ, Brazil 20031-917	Manager of the Equity Portfolio Department, BNDES	Brazilian
Silvio Cláudio Peixoto de Camargo	Rua Joaquim Floriano, 820, 16 andar, Sao Paulo, SP, Brazil 04534-003	Business Administrator, Investment Advisor and Partner, Managrow Consultoria Estratégica em Finanças Ltda.	Brazilian
Peter Edward Cortes Marsden Wilson	Rua Joaquim Floriano, 820, 16 andar, Sao Paulo, SP, Brazil 04534-003	Partner for Asset Management and Corporate Finance Profitability, Managrow Consultoria Estratégica em Finanças Ltda.	Brazilian
Evandro Leite Vasconcelos	Avenida Barbacena, 1200 – Belo Horizonte, Minas Gerais, MG, Brazil, 30190-131-	Chief Trading Officer, Cemig	Brazilian

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Tiago de Sousa Guedes	Avenida Marechal Floriano, 168 - B1 - 2 andar - Corredor B – Rio de Janeiro, RJ, Brazil 20080-002	Specialist in New Businesses, Light Serviços de Electicidade S.A.	Brazilian
Fernando Henrique Schuffner Neto	Avenida Barbacena, 1200 – Belo Horizonte, Minas Gerais, MG, Brazil, 30190-131	Director of Business Development, Cemig	Brazilian
Fellipe Fernandes Goulart dos Santos	Avenida Barbacena, 1200 – Belo Horizonte, Minas Gerais, MG, Brazil, 30190-131	Engineer, Energy Risk Analyst, Cemig	Brazilian
André Rocha Mahmoud	Avenida Marechal Floriano, 168 – 2 andar – Bloco 4 , Rio de Janeiro, RJ, Brazil 20080-002	Superintendent of Internal Auditing, Risk and Compliance, Light Serviços de Electicidade S.A.	Brazilian
Marcelo Pereira de Carvalho	Avenida Avenida Barbacena, 1200 – Belo Horizonte, Minas Gerais, MG, Brazil, 30190-131	Business Development Manager, Cemig	Brazilian

Corporate Executive Team
Carlos Mathias Aloysius Becker Neto	Avenida Roque Petroni Junior, 999, 4 andar, Sao Paulo, SP, Brazil 04707-910	Chief Executive Officer / Director-President, Renova Energia S.A.	Brazilian
Pedro Villas Boas Pileggi	Avenida Roque Petroni Junior, 999, 4 andar, Sao Paulo, SP, Brazil 04707-910	Finance, Business Development and Investor Relations Director–Vice President, Renova Energia S.A.	Brazilian
Ney Maron de Freitas	Avenida Roque Petroni Junior, 999, 4 andar, Sao Paulo, SP, Brazil 04707-910	Environment and Sustainability Director-Vice President, Renova Energia S.A.	Brazilian
Ricardo de Lima Assaf	Avenida Roque Petroni Junior, 999, 4 andar, Sao Paulo, SP, Brazil 04707-910	General Counsel, Renova Energia S.A.	Brazilian

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Alvaro de Freitas Gouveia Silva Avenida Roque Petroni Junior, 999, 4 andar, Sao Paulo, SP, Brazil 04707-910 Chief Operating Officer, Renova Energia S.A. Angolan

EX-3

EXHIBIT 3

Put/Call Agreement

This Put/Call Agreement (this “Agreement”), is entered into as of July 31, 2015, by and between (1) SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“SunEdison”), and (2) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”). SunEdison and Renova are herein referred to individually as a “Party” and collectively, as the “Parties”.

WHEREAS, on July 15, 2015, TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“TERG”), TerraForm Global, LLC, a limited liability company organized under the laws of the State of Delaware, United States of America (“EMYC”), SunEdison and Renova entered into that certain Securities Swap Agreement (the “Salvador SSA”), pursuant to which, among other things, Renova and EMYC (or EMYC Sub) (as defined in the Salvador SSA) intend to swap the Swapped Securities (as defined in the Salvador SSA) for 20,327,499 shares of TERG Common Stock (as defined in the Salvador SSA), pursuant to the terms of the Salvador SSA; and

WHEREAS, the Parties desire to provide Renova with the right to cause SunEdison to purchase, or for SunEdison to elect to purchase, and Renova to sell, a portion of the shares of TERG Common Stock received by Renova in connection with the closing of the transactions contemplated by the Salvador SSA, for cash.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements entered into herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Article 1
Definitions

1.1Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Salvador SSA.

Article 2
PUT/CALL RIGHTS

2.1Renova Put Option.

(a) For a ten (10) day period beginning on the 181^st day after the Closing under the Salvador SSA (the “Put/Call Period”), Renova shall have the right to elect to cause SunEdison to purchase from Renova up to 7 million shares (based upon an anticipated public offering price of $15.00 per share of TERG Common Stock in the TERG IPO) of TERG Common Stock received by Renova at the Closing under the Salvador SSA (the “Put Option” and, such shares, the “Put Shares”).

(b)Renova may exercise the Put Option once, and only once, at any time during the Put/Call Period by delivering to SunEdison a written notice of exercise, which notice shall specify the specific number of shares of TERG Common Stock to be transferred (the “Put Exercise Notice”).

(c)The closing of the Put Option shall occur forty-five (45) days following the delivery of the Put Exercise Notice, unless the Parties mutually agree upon an earlier date for such closing (the “Put Closing Date”).

(d)On the Put Closing Date, Renova shall sell to SunEdison, and SunEdison shall purchase from Renova, the Put Shares at a purchase price per Put Share equal to the price per share paid by public investors for TERG Common Stock in the TERG IPO.

2.2SunEdison Call Option

(a). At any time during the Put/Call Period, SunEdison shall have the right to purchase from Renova, and to cause Renova to sell to SunEdison, up to 4.2 million shares (based upon an anticipated public offering price of $15.00 per share of TERG Common Stock in the TERG IPO) of TERG Common Stock received by Renova at the Closing under the Salvador SSA (the “Call Option” and, such shares, the “Call Shares”).

(b)SunEdison may exercise the Call Option once, and only once, at any time during the Put/Call Period by delivering to Renova a written notice of exercise, which notice shall specify the number of shares of TERG Common Stock to be transferred (the “Call Exercise Notice”).

(c)The closing of the Call Option shall occur forty-five (45) days following the delivery of the Call Exercise Notice, unless the Parties mutually agree upon an earlier date for such closing (the “Call Closing Date”).

(d)On the Call Closing Date, Renova shall sell to SunEdison, and SunEdison shall purchase from Renova, the Call Shares at a purchase price per Call Share equal to the price per share paid by public investors for TERG Common Stock in the TERG IPO.

Article 3
Miscellaneous

3.1Good Faith Negotiation. From and after the date of this Agreement, the Parties shall negotiate in good faith to evaluate the most efficient structure for the Parties with respect to the transactions contemplated by this Agreement and to mutually agree upon a structure for the transactions contemplated hereby that optimizes the tax benefit of such transactions to both Parties and to effect any necessary amendments to this Agreement in order to implement the mutually agreed-upon structure. The Parties hereby agree that they will try, if commercially reasonable, to cause the transactions contemplated by this Agreement to be settled through financial instruments, although for the avoidance of doubt, neither Party shall be obligated to utilize such structure hereunder.

3.2Amendment to Salvador SSA. Section 10.15(d) of the Salvador SSA shall be amended and restated as follows:

(d)Subject to the requirements of Section 10.15(e), Renova will retain the right to appoint and nominate a Renova Appointed Director under this Section 10.15 until the date that is six (6) months following the expiration of the exclusivity provisions set forth in the shareholders agreement of Renova, as such provisions may be extended, provided that

2

Renova continues to hold at least (x) twenty-eight percent (28%) of all shares of TERG Common Stock issued to Renova pursuant to this Agreement and (y) forty percent (40%) of all shares of TERG Common Stock issued to Renova pursuant to the Phase II Agreement. Upon such time as the above requirements are no longer satisfied, TERG may request that the Renova Appointed Director then serving on the TERG board of directors resign, and Renova shall thereupon cause such director to resign immediately from the TERG board of directors.

3.3Incurrence of Indebtedness. Notwithstanding any provision of the Salvador SSA to the contrary, Renova hereby agrees that it will cause each Project Company and Closing Holdco not to incur any additional Indebtedness between the Effective Date and the Closing Date.  

3.4Dispute Resolution. Any controversy, claim or dispute between the parties hereto arising out of or related to this agreement shall be subject to the dispute resolution provision set forth in Section 16.1 of the Salvador SSA.

3.5Notices. Any notice or other communication required or permitted hereunder shall subject to provisions of Section 16.3 of the Salvador SSA.

3.6Entire Agreement. This Agreement and the Salvador SSA contain the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, written or oral, with respect thereto.

3.7Waivers and Amendments. This Agreement may be amended, modified or supplemented and the terms hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable Law.

3.8Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflict of laws and/or rules thereof that might indicate the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law).

3.9Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not assignable by any party without the prior written consent of the other parties.

3.10Articles and Sections. All references herein to Articles and Sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. The Article and Section headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

3

3.11Interpretation. The parties hereto acknowledge and agree that (a) each party hereto and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement and (c) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto, regardless of which party was generally responsible for the preparation of this Agreement.

3.12Severability of Provisions. If any provision or any portion of any provision of this Agreement shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement shall not be affected thereby. If the application of any provision or any portion of any provision of this Agreement to any Person or circumstance shall be held invalid or unenforceable, the application of such provision or portion of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby.

3.13Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto.

3.14No Personal Liability. This Agreement (and each agreement, certificate and instrument delivered pursuant hereto) shall not create or be deemed to create or permit any personal liability or obligation on the part of any officer, director, employee, agent, Representative or investor of any party hereto.

3.15No Third Party Beneficiaries. No provision of this Agreement, express or implied, is intended to, or shall, confer any third party beneficiary or other rights or remedies upon any Person other than the parties hereto.

3.16Delivery by Facsimile or PDF. This Agreement, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (PDF), shall be treated in all manner and respects as an original Contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed and delivered by them on the date first set forth above.

RENOVA:

RENOVA ENERGIA, S.A.

By:_____________________________

Name:

Title:

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[Signature Page to Put/Call Agreement]

SUNEDISON:

SUNEDISON, INC.

By:_____________________________

Name:

Title:

[Signature Page to Put/Call Agreement]

FIRST AMENDMENT TO PUT/CALL AGREEMENT

THIS FIRST AMENDMENT TO PUT/CALL AGREEMENT (this “Amendment”), is entered into as of September 18, 2015 (the “Effective Date”), by and between (1) SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“SunEdison”), and (2) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”). SunEdison and Renova are herein referred to individually as a “Party” and collectively, as the “Parties”.

RECITALS

A.WHEREAS, the Parties entered into that certain Put/Call Agreement, dated as of July 31, 2015 (as amended, modified, supplemented and in effect from time to time, the “Agreement”).

B.WHEREAS, the Parties wish to amend the Agreement on the Effective Date as set forth herein in accordance with Section 3.7 of each of the Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereby agree as follows:

1.Defined Terms. Initially capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

2.Amendments. The Parties hereby agree as follows:

a.Section 2.1(a) of the Agreement shall be amended and restated as follows:

“For a ten (10) day period beginning on March 31, 2016 (the “Put/Call Period”), Renova shall have the right to elect to sell to SunEdison, and to cause SunEdison to purchase from Renova, up to 7 million shares of TERG Common Stock received by Renova at the Closing under the Salvador SSA (the “Put Option” and, such shares, the “Put Shares”).”

b.Section 2.1(c) of the Agreement shall be amended and restated as follows:

“The closing of the Put Option shall occur sixty (60) days following the delivery of the Put Exercise Notice, unless the Parties mutually agree upon an earlier date for such closing (the “Put Closing Date”).”

c.Section 2.1(d) of the Agreement shall be amended and restated as follows:

“On the Put Closing Date, Renova shall sell to SunEdison, and SunEdison shall purchase from Renova, the Put Shares at a purchase price per Put Share equal to R$50.48; provided, that at the sole election of SunEdison, SunEdison shall have the right to pay US$15.00 per Put Share in lieu of the R$ consideration described above.”

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d.Section 2.2(a) of the Agreement shall be amended and restated as follows:

“At any time during the Put/Call Period, SunEdison shall have the right to purchase from Renova, and to cause Renova to sell to SunEdison, up to 7 million shares of TERG Common Stock received by Renova at the Closing under the Salvador SSA (the “Call Option” and, such shares, the “Call Shares”).

e.Section 2.2(c) of the Agreement shall be amended and restated as follows:

“The closing of the Call Option shall occur sixty (60) days following the delivery of the Call Exercise Notice, unless the Parties mutually agree upon an earlier date for such closing (the “Call Closing Date”).

f.Section 2.2(d) of the Agreement shall be amended and restated as follows:

“On the Call Closing Date, Renova shall sell to SunEdison, and SunEdison shall purchase from Renova, the Call Shares at a purchase price per Call Share equal to R$50.48; provided, that at the sole election of SunEdison, SunEdison shall have the right to pay US$15.00 per Call Share in lieu of the R$ consideration described above.”

3.Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns. This Amendment is not assignable by any Party without the prior written consent of the other Party.

4.Counterparts. This Amendment may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the Parties.

5.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflict of laws and/or rules thereof that might indicate the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law).

6.Documentation. Each Party shall execute and deliver such additional instruments, agreements, and documents and take such other actions as the other party may reasonably require in order to carry out the intent and purpose of this Amendment.

7.Severability of Provisions. If any provision or any portion of any provision of this Amendment shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Amendment shall not be affected thereby. If the application of any provision or any portion of any provision of this Amendment to any Person or circumstance shall be held invalid or unenforceable, the application of such provision or portion of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby.

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8.No Third Party Beneficiaries. Except as otherwise expressly stated herein, no provision of this Amendment, express or implied, is intended to, or shall, confer any third party beneficiary or other rights or remedies upon any Person other than the Parties.

[Signature page follows.]

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In witness whereof, the parties hereto have caused this Amendment to be executed and delivered as of the day and year first written above.

RENOVA:

RENOVA ENERGIA, S.A.

By:_____________________________

Name:

Title:

SUNEDISON:

SUNEDISON, INC.

By:_____________________________

Name:

Title:

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EX-4

EXHIBIT 4

Omnibus Closing Agreement

This Omnibus Closing Agreement (this “Agreement”), is entered into as of September 18, 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) TerraForm Global, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“Global”), (3) SunEdison, Inc., a corporation organized under the laws of the State of Delaware, United States of America (“SunEdison”), (4) TerraForm Global Brazil Holding B.V., a cooperative (coöperatie) established under the laws of the Netherlands (“EMYC Sub”), (5) TERP GLBL Brasil I Participações S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Buyer,” and together with EMYC, Global, SunEdison and EMYC Sub, the “TERG Parties”) and (6) Renova Energia, S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”). EMYC, Global, SunEdison, EMYC Sub, Buyer and Renova are herein referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, Global, SunEdison and Renova have entered into that certain Securities Purchase Agreement, dated as of July 15, 2015 (the “Bahia SPA”), pursuant to which, among other things, Global (or Buyer) will purchase the Purchased Securities (as defined in the Bahia SPA) with respect to the Bahia Projects (as defined in the Bahia SPA);

WHEREAS, EMYC, Global, SunEdison and Renova have entered into that certain Securities Swap Agreement, dated as of July 15, 2015 (the “Salvador SSA,” and together with the Bahia SPA, the “Phase I Agreements”), pursuant to which, among other things, Renova and EMYC (or EMYC Sub) will swap the Swapped Securities (as defined in the Salvador SSA) with respect to the Salvador Projects (as defined in the Salvador SSA) for shares of TERG Common Stock (as defined in the Salvador SSA);

WHEREAS, the Parties have agreed to consummate the Closings (as defined in each of the Phase I Agreements) notwithstanding that certain existing Indebtedness (the “Debentures”) and Liens consisting of fiduciary assignments (cessão fiduciária em garantia) as described in further detail in Schedule I hereto with respect to the Salvador Projects and the Bahia Projects (the “Banco do Brasil Financing Liens”) arising pursuant to the debentures issued by Renova under the Indenture of 3rd Issuance of Debentures and held, in its totality, by Banco do Brasil (“BB”), pursuant to the agreements set forth on Schedule II hereto (the “Debenture Agreements”), will not be terminated or extinguished at or prior to the Closings;

WHEREAS, Renova has agreed to use commercially reasonable efforts to cause the release of the Banco do Brasil Financing Liens as soon as practicable after the Closings;

WHEREAS, the Parties intend that Renova provide certain collateral to Buyer and EMYC Sub in order to secure Renova’s obligation to cause the release of the Banco do Brasil Financing Liens hereunder, and to enter into certain other arrangements in connection therewith and in connection with the Closings, all as set forth in this Agreement;

WHEREAS, Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”) is the “Lender” under each of the loan agreements and ancillary agreements set forth on

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Schedule III hereto (the “BNDES Agreements”), and, pursuant to the terms of the BNDES Agreements, BNDES must consent to the transactions contemplated by the Phase I Agreements;

WHEREAS, BNDES has indicated that it will not provide an unconditional consent to the transactions contemplated by the Phase I Agreements prior to the contemplated Closing Date but will not declare a default under the BNDES Agreements if the Indebtedness represented by the BNDES Agreements is repaid in full by September 30, 2015, as described in the letters received from BNDES and attached as Schedule IV hereto (collectively hereinafter referred to as the “BNDES Consent”);

WHEREAS, the Parties have agreed to consummate the Closings on the basis of the BNDES Consent;

WHEREAS, the Parties have agreed to consummate the Closings notwithstanding that certain other conditions to Closing set forth in the Phase I Agreements will not be satisfied in full prior to the contemplated Closing Date;

WHEREAS, in consideration for each Party’s obligations hereunder, the Parties have agreed to certain limited waivers of the conditions to Closing set forth in the Phase I Agreements subject to the terms and conditions of this Agreement, as set forth herein; and

WHEREAS, the Parties agree to take certain other actions, as set forth herein, in connection with the consummation of the Closings and following the Closings.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements entered into herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

1.1Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the relevant Phase I Agreement, as applicable. The rules of interpretation set forth in Section 1.2 of the Phase I Agreements shall apply to this Agreement.

ARTICLE 2
BANCO DO BRASIL AGREEMENTS

2.1Banco do Brasil Approvals. BB has consented, as required under the Debenture Agreements, to the transactions described in the Phase I Agreements and hereunder, including the (i) the Reorganization; (ii) the Closings; (iii) prepayment of the Debentures, at any time, provided that such prepayment shall be subject to a new fee (premium) agreed to by BB and Renova over the amount being prepaid if such prepayment occurs prior to the end of 36^th month after the issuance of the Debentures, as set forth on Schedule 2.1 hereto (which for the avoidance of doubt will be the sole responsibility of Renova), in addition to the principal and interest amounts outstanding on prepayment date; and (iv) the Collateral; as described in the minutes of the debenture holders meeting of Renova and draft amendments to the Debenture Agreements

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attached as Schedule 2.1 hereto. Buyer hereby undertakes to execute as a party or intervening party, as applicable, the collateral agreements of the Debentures to be amended as set forth in the minutes of the debenture holders meeting of Renova and draft amendments attached as Schedule 2.1 hereto.

2.2Transfer at Closing. Upon the terms and subject to the conditions of this Agreement, immediately after the Closings, Renova shall deposit or cause to be deposited into an escrow account (the “Escrow Account”) established pursuant to that certain Escrow Agreement, entered into concurrently herewith, by and among Citibank, N.A. (“Citibank”), Renova and EMYC Sub (the “Omnibus Escrow Agreement”), an amount in cash equal to US$5,000,000.

2.3Acknowledgment; Release of Encumbrances. The Parties hereby acknowledge and agree that it is the intention of the Parties that after the Closings the Debentures shall be the sole obligation of Renova (and not the TERG Parties, except for the compliance by TERG Parties with all the covenants and obligations contained in the agreements with respect to the Banco do Brasil Financing Liens applicable to the TERG Parties) and that to the extent that the TERG Parties, the Holdco Entities or the Project Companies incur any liability in connection with the Debentures that Renova shall promptly reimburse such Person(s) for any such liability, except to the extent that any such liability is the result of a breach by any of the TERG Parties of any covenant or obligation contained in the agreements with respect to the Banco do Brasil Financing Liens. In connection therewith, Renova shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to cause the termination and release of the Banco do Brasil Financing Liens as soon as practicable after the Effective Date and in no event later than January 31, 2016. The form of any release of the Banco do Brasil Financing Liens shall be reasonably acceptable to the TERG Parties. Renova shall provide the TERG Parties and their representatives with an opportunity to review and comment on the form of any such release prior to execution by BB and/or any applicable party to the Debenture Agreements. For the avoidance of doubt, Renova hereby agrees and acknowledges that for purposes of this Section 2.2, commercially reasonable efforts for Renova shall include (a) providing BB with reasonably equivalent replacement collateral under the Debenture Agreements in order to replace the collateral granted pursuant to the Banco do Brasil Financing Liens (which collateral, for the avoidance of doubt, shall in no event be related in any way to the Salvador Projects or the Bahia Projects) and (b) if BB does not agree to accept replacement collateral and release the Banco do Brasil Financing Liens, repayment of the Debentures in full. The TERG Parties hereby acknowledge that BB’s consent, as set forth in Section 2.1, is subject to the execution of new agreements with respect to Banco do Brasil Financing Liens substantially in the forms attached in Schedule 2.3 attached hereto. Therefore, the TERG Parties undertake to execute such agreements in substantially the forms attached hereto in Schedule 2.3, as applicable, and to provide all reasonable documentation, as may be requested by BB in connection with the amendments to the agreements of the Banco do Brasil Financing Liens.

2.4Escrow Release and Global Dividend Payments.

(a)In the event that the Banco do Brasil Financing Liens are not terminated and extinguished to the reasonable satisfaction of the TERG Parties on or before September 25,

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2015, Global shall deposit into the Escrow Account any dividends that are otherwise payable to Renova in respect of the shares of TERG Common Stock issued to Renova pursuant to the terms of the Salvador SSA for the third and fourth quarters of 2015. Renova hereby consents to the payment of its dividends for the third and fourth quarters of 2015 as described in the preceding sentence and hereby acknowledges and agrees that all such amounts shall be considered for all purposes as having been paid to Renova by Global as a dividend on the applicable shares of TERG Common Stock. Renova hereby agrees to cooperate with Global in connection with implementing the arrangements contemplated by this Section 2.4(a), including the execution and delivery of any further documents or instruments that Global considers necessary or advisable in connection therewith.

(b)In the event that, at any time following September 25, 2015, the Banco do Brasil Financing Liens have not been released, EMYC Sub shall have the right to unilaterally direct the Escrow Agent to make payments to Global of amounts from the Escrow Account up to US$14,000,000 in the aggregate; provided, that in no event shall the aggregate amounts of payments pursuant to this Section 2.4(b) exceed the sum of (x) the US$5,000,000 deposited into the Escrow Account pursuant to Section 2.2 and (y) the aggregate amount of dividends deposited into the Escrow Account on or prior to the date of determination. Global shall utilize any funds that Global receives pursuant to this Section 2.4(b) to pay dividends to Global stockholders in the third and fourth quarters of 2015 and shall not use such funds for any other purposes. For the avoidance of doubt, Renova hereby acknowledges and agrees that Global shall be permitted and entitled to use any funds that it receives from Escrow Account pursuant to the terms of this Section 2.4(b) as described in the preceding sentence.

2.5Grant of Security Interest.

(a)As security for the full and prompt payment and performance of its obligations under this Agreement, Renova hereby unconditionally pledges, transfers, conveys, grants and assigns to EMYC a continuing security interest in (i) the Initial Pledged TERG Shares (as defined below), as of the date hereof, and (ii) in the event that the Banco do Brasil Financing Liens are not terminated and released by September 25, 2015 or the Debentures are accelerated and declared immediately due at any time prior to the termination and release of the Banco do Brasil Financing Liens prior to September 25, 2015, the Subsequent Pledged TERG Shares (as defined below), as of September 25, 2015 or the date of such acceleration, as applicable, and (iii) all substitutions therefor and replacements of the Pledged TERG Shares (as defined below), all proceeds thereof and all rights relating thereto, including any certificates representing the Pledged TERG Shares and the right to receive any certificates representing any of the Pledged TERG Shares, together with undated powers or assignments with respect thereto, duly endorsed in blank by Renova, all rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Pledged TERG Shares whether now owned or hereafter acquired by Renova and to the extent not otherwise included, all proceeds of any and all of the foregoing (collectively, the “Collateral”). For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Pledged TERG Shares or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or

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involuntary. EMYC shall have all rights and remedies of a secured party under the New York Uniform Commercial Code with respect to the Collateral. For purposes of this Agreement, the term “Initial Pledged TERG Shares” means 10,214,200 shares of TERG Common Stock transferred to Renova pursuant to the terms of the Salvador SSA, the term “Subsequent Pledged TERG Shares” means 9,007,471 shares of TERG Common Stock transferred to Renova pursuant to the terms of the Salvador SSA, and the term “Pledged TERG Shares” means the Initial Pledged TERG Shares and the Subsequent Pledged TERG Shares.

(b)Renova hereby authorizes (i) the filing of appropriate Uniform Commercial Code financing statements describing the Collateral, or any part thereof, in order to perfect EMYC’s security interest therein, without Renova’s signature to the extent permitted by applicable Law, (ii) the equivalent filings or registrations in Brazil under applicable Brazilian law that shall be deemed necessary or reasonably advisable by EMYC for the enforcement of EMYC’s security interest in the Collateral and (iii) the entry of stop order with Global’s transfer agent with respect to the Pledged TERG Shares. Renova shall cooperate in good faith with EMYC with respect to any of the filings or registrations described in the immediately preceding sentence.

(c)Except as otherwise provided herein and as set forth in the Salvador SSA, unless and until EMYC exercises its rights under Section 2.7, Renova shall be entitled to exercise or refrain from exercising any and all voting rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, Renova shall be the beneficial owner of the Pledged TERG Shares and the Pledged TERG Shares shall be registered in Renova’s name with the transfer agent and otherwise for all purposes.

2.6Release. Upon the termination and extinguishment of the Banco do Brasil Financing Liens to the reasonable satisfaction of the TERG Parties:

(a)EMYC Sub and Renova shall provide a joint instruction to Citibank to release from the Escrow Account to an account designated by Renova an amount equal to (i) (x) the US$ 5,000,000 deposited into the Escrow Account pursuant to Section 2.2 plus (y) all amounts deposited into the Escrow Account pursuant to Section 2.4(a) plus (z) all interest, income and yield earned or accrued on or in connection with the amounts described in the preceding clauses (x) and (y); minus (ii) the aggregate amounts, if any, released to Global pursuant to Section 2.4(b).

(b)to the extent that the Pledged TERG Shares have not been sold to a third party pursuant to the terms of this Agreement, EMYC shall (i) release and terminate the security interest with respect to the Collateral, (ii) execute and deliver all such documentation, Uniform Commercial Code termination statements and instruments as are necessary to release the security interests created pursuant to this Agreement, (iii) release the stop-order with Global’s transfer agent with respect to the Pledged TERG Shares and (iv) furnish, execute and deliver such documents, instruments, certificates, notices or further assurances as Renova may reasonably request as necessary or desirable to effect such termination and release; and

(c)provided that any cash amounts held pursuant to the Debenture Agreements have been released to Buyer or EMYC Sub, Global will reimburse Renova, any

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amounts collected and utilized by Global pursuant to Section 2.4(b). To the extent that any taxes are payable in connection with such reimbursement, Global and Renova will bear the cost of such taxes equally.

2.7Prepayment and Acceleration of Debentures. In the event that (x) the Banco do Brasil Financing Liens are not terminated and released by January 31, 2016 or (y) the Debentures are accelerated and declared immediately due at any time prior to the termination and release of the Banco do Brasil Financing Liens and prior to January 31, 2016, EMYC shall have the right to cause to be sold all or a portion of the Pledged TERG Shares in the manner determined by EMYC in its reasonable discretion, and to use the proceeds of any such sale(s) and any remaining amount deposited into the Escrow Account (after the withdrawal of funds from the Escrow Account for the payment of dividends to Global stockholders for the third and fourth quarters of 2015 as contemplated by Section 2.4(b) above), to repay the Debentures and to cause the Banco do Brasil Financing Liens to be terminated and released. In the event that the proceeds of the sale of the Pledged TERG Shares together with any remaining cash amounts in the Escrow Account contemplated by the preceding sentence are insufficient to repay the Debentures in full, EMYC shall have the right to cause the shares of TERG Common Stock held in escrow pursuant to the terms of the Omnibus Escrow Agreement to be released from the escrow under the Omnibus Escrow Agreement and sold in the manner determined by EMYC in its reasonable discretion, and to use the proceeds of any such sale(s) to repay the Debentures. Renova shall cooperate with EMYC in connection with the foregoing, and shall execute and deliver any agreements, documents, certificates or other instruments and shall provide any information reasonably requested by EMYC in connection therewith, including any instruction to Citibank to facilitate the release of shares of TERG Common Stock under the Omnibus Escrow Agreement as described above. In the event that the sale of shares of TERG Common Stock pursuant to this Section 2.7 results in TERG having the right to request that the Renova Appointed Director resign from the Global board of directors pursuant to Section 10.15(d) of the Salvador SSA (either directly or in combination with the sale of other shares of TERG Common Stock by Renova) prior to the date on which the Global board of directors (or a committee thereof) will nominate persons for election to the Global board of directors in connection with Global’s 2016 annual stockholders meeting, notwithstanding Section 10.15(d) of the Salvador SSA, but subject to the terms of Section 10.15 of the Salvador SSA in all other respects, Global shall cause the Renova Appointed Director to be nominated to the Global board of directors in connection with Global’s 2016 annual stockholders meeting and Global will not request the resignation of such director pursuant to the terms Section 10.15(d) of the Salvador SSA during the one year term following the election of such director to the Global board of directors at Global’s 2016 annual stockholders meeting. Without limiting the provisions of this Section 2.7, in the event that any acceleration described in clause (y) of the first sentence of this Section 2.7 is the result of a breach by any TERG Party of any covenant or obligation contained in the agreements with respect to the Banco do Brasil Financing Liens, the TERG Parties (except for SunEdison and Global) shall, jointly and severally, indemnify and hold harmless Renova from and against any Losses incurred by any Renova Indemnified Party as a result of such breach and such acceleration, including any penalties payable to Banco do Brasil in connection with such acceleration, up to US$10,000,000. In the event that any shares of TERG Common Stock are released from the escrow arrangements under the Omnibus Escrow Agreement and sold pursuant to the terms of this Section 2.7 and after such release and sale Renova becomes obligated to pay any amounts under the terms of the Salvador SSA that otherwise would have been satisfied

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through the return and cancellation of shares of TERG Common Stock pursuant to the terms of the Salvador SSA, Renova hereby agrees to pay any and all such amounts in cash (subject in all cases to the terms and conditions of the Salvador SSA).

2.8Insufficiency of Proceeds. If the amounts received from the sale of the shares of TERG Common Stock (including the Pledged TERG Shares) pursuant to Section 2.7 are insufficient to repay the Debentures in full, Renova agrees to provide the remaining funds necessary to repay the Debentures in full with cash (R$). If Renova does not, or is unable to, repay the remaining portion of the Debentures in full on or before the date that is ten (10) calendar days after written notice from EMYC (or its Affiliates) to Renova, then EMYC and its Affiliates shall be permitted to repay the outstanding amount of Debentures on behalf of Renova and Renova shall reimburse EMYC and/or its applicable Affiliate for the amount of such payment as soon as practicable and in any event within fifteen (15) calendar days following written notice from EMYC (or its Affiliates) to Renova. The amount of any payment made by EMYC or its Affiliates pursuant to Section 2.7 shall accrue interest at a rate per annum equal to the CDI. To the extent that Renova does not reimburse EMYC and its Affiliates for such payment, EMYC and its Affiliates shall be entitled to set off any such payment (including any interest accrued thereon) against (a) any future obligations of EMYC and its Affiliates under the Phase I Agreements and (b) any amount required to be paid by EMYC or its Affiliates (i) pursuant to that certain Securities Swap Agreement, dated as of July 15, 2015 (as amended, supplemented or modified and in effect from time to time), by and among EMYC, Global, SunEdison and Renova, with respect to the “Backlog Project Companies” (the “Phase II Agreement”), (ii) pursuant to that certain Put/Call Agreement, dated as of July 15, 2015 (as amended, supplemented or modified and in effect from time to time), by and among EMYC, Global and Renova with respect to the “Put/Call Assets” (the “Put/Call Asset Agreement”) and (iii) pursuant to that certain Securities Purchase Agreement, dated as of July 15, 2015 (as amended, supplemented or modified and in effect from time to time), by and among Global, SunEdison and Renova, with respect to the “Espra Project Companies”. Notwithstanding the foregoing, EMYC shall not have the right to cause to be sold more than the number of shares of TERG Common Stock necessary to generate proceeds equal to the amount necessary to prepay the Debentures in full.

2.9Other Agreements. In the event that (x) the Banco do Brasil Financing Liens are not terminated and released by January 31, 2016 or (y) the Debentures are accelerated and declared immediately due at any time prior to the termination and release of the Banco do Brasil Financing Liens and prior to January 31, 2016, then the Parties hereby agree that notwithstanding the terms and conditions of any other agreement to the contrary, the applicable TERG Parties, including SunEdison as applicable, shall have the right in their or its sole discretion, to terminate (i) the Phase II Agreement, (ii) the Put/Call Asset Agreement and/or (iii) that certain Put/Call Agreement dated July 31, 2015 between SunEdison and Renova (as amended).

ARTICLE 3
BNDES AGREEMENTS

3.1Closing Pursuant to BNDES Consent. The Parties hereby accept, and agree to proceed with the Closings in accordance with, the terms and conditions set forth in the BNDES Consent.

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3.2Payment of BNDES Indebtedness. Subject to the Closings having occurred, Global hereby agrees, irrevocably and unconditionally, to pay all amounts due and owing by the Bahia Project Companies and the Salvador Project Companies pursuant to the BNDES Agreements on or before September 30, 2015 pursuant to the terms of the BNDES Consents.

ARTICLE 4
OTHER COVENANTS

4.1Contract Transfers. Renova shall (a) use commercially reasonable efforts to complete the transfer of the Properties, Contracts with respect to the Real Property and the Material Contracts (except for the Engelmig O&M Agreement) described in Section 10.20 of each of the Phase I Agreements within thirty (30) days following the Closing Date (b) provide reasonable cooperation with EMYC Sub or Buyer, as applicable, in connection with such transfers and (c) maintain all such Properties, Contracts and Material Contracts in the ordinary course of business and to provide the applicable Project Company with the benefits of such items in the manner used by each Project Company in the operation of its business prior to the Closing Date.

4.2Engelmig O&M Agreement. Renova shall use commercially reasonable efforts to cause Engelmig Elétrica Ltda. (“Engelmig”) to, within thirty (30) days following the Closing Date, enter into further amendments to any operation and maintenance agreement entered into by Engelmig and Renova, its Affiliates, the Project Companies and any Holdco Entities with respect to the Bahia Projects and the Salvador Projects (“Engelmig O&M Agreement”) in order to: (a) incorporate obligations of Engelmig (i) to comply with applicable anti-corruption and sanctions laws and (ii) that neither Engelmig nor anyone acting on its behalf shall take action in furtherance of an offer, payment, promise to pay or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to, or for the benefit of, any government official insofar as such action would constitute a violation by Global of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (b) incorporate conditions related to the specific allocation of certain resources of Engelmig (such as spare parts, warehouses, personnel) and performance bonds delivered by Engelmig with respect to the Bahia Projects and the Salvador Projects. Notwithstanding the foregoing, (x) Renova shall not be liable or otherwise responsible in the event that Engelmig does not accept any of the amendments to the operation and maintenance agreement provided above provided that Renova meets its obligations to use its commercially reasonable efforts in this Section 4.2, and (y) the TERG Parties acknowledge and agree that the obligation set forth in Section 10.20 of the Phase I Agreements related to the Engelmig O&M Agreement has been duly fulfilled.

4.3Reorganization. Each of the TERG Parties hereby acknowledges that Renova has taken or will take on the date hereof, the actions described on Schedule 4.3 hereto in connection with the implementation of the relevant Reorganization, including submitting the filings described on Schedule 4.3(a) with the Board of Trade of the State of Sao Paulo (JUCESP) and other applicable authorities, but that as of the date hereof such filings have not been registered with the Board of Trade of the State of Sao Paulo (JUCESP) and other applicable authorities. Each of the TERG Parties further acknowledges that Renova has granted to EMYC Sub and Buyer, as applicable, the powers of attorney attached as Schedule 4.3(b) hereto in connection with the relevant Reorganization, which does not discharge Renova of its obligation under the

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Phase I Agreements, including the completion of the Reorganization(s). Renova shall (a) complete each Reorganization, and use commercially reasonable efforts to complete each Reorganization within thirty (30) days following the Closing Date, and (b) take all further commercially reasonable actions, including the execution of documents, the submissions of additional filings or information with the Board of Trade of the State of Sao Paulo (JUCESP) and other applicable authorities, reasonably requested by the TERG Parties in connection with the consummation of each Reorganization. Each of the Parties hereby acknowledges and agrees with the absence of joint liability between Nova Renova Energia S.A. (“Nova Renova”), Salvador Holding S.A. and Nova Energia Holding S.A. with respect to the Reorganization or any agreements arising in connection therewith, and the Parties shall take all commercially reasonable actions in furtherance of such acknowledgement and agreement, including the execution of any relevant documents.

4.4Insurance Policies.

(a)The TERG Parties hereby undertake to provide, within thirty (30) days of the Closing, (i) replacement collateral required under the insurance policies provided to and as required under the agreements entered with Companhia Hidro Elétrica do Sao Francisco (CHESF) disclosed in the Renova Disclosure Letters of the Phase I Agreements and (ii) replacement of the collateral provided in Schedule 4.4 (or the provision of alternative security acceptable to the counterparty) as required under the agreement for the use of the transmission system (CUST) entered between the Project Companies and ONS – Operador Nacional do Sistema Elétrico (National Operator of the Electric System). The TERG Parties shall keep Renova reasonably informed as to the status of such matter so that Renova can request the return of the collateral provided by Renova (or its Affiliates) currently in place as of the Effective Date; provided, that, after the Closings, the TERG Parties (except for SunEdison and Global) shall indemnify and hold harmless Renova from and against all costs, expenses, losses and damages that arise out of or result from any claim under the insurance policies currently in force as of the Effective Date and through the date that the TERG Parties provide replacement collateral (or alternative security) as described in clauses (i) and (ii) above, due to any action or inaction of the TERG Parties.

(b)Renova hereby undertakes to use its commercially reasonable efforts to assign, within two (2) Business Days after the date that Renova executes the applicable broker of record letter described in Section 4.4(c) below, the relevant property and casualty liability policies contracted by Renova relating to the Bahia Project Companies and the Salvador Project Companies, as set forth in the Renova Disclosure Letters of the Phase I Agreements, to the relevant TERG Parties so that the Bahia Project Companies and the Salvador Project Companies, and any other applicable Person, as may be requested under any relevant financing documents in connection with the Bahia Project Companies and the Salvador Project Companies, will be the insured parties of such policies.

(c)Renova shall execute one or more broker of record letters in form and substance satisfactory to the TERG Parties within five (5) Business Days after the Closing, which shall permit the insurance consultant of the TERG Parties to coordinate the provision of the replacement collateral and the assignment of the liabilities policies described in Sections

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4.4(a) and (b), provided that TERG Parties shall bear with all costs and expenses related to such broker.

4.5Covenants of Renova Relating to the Collateral.

(a)Except for the security interest created by this Agreement, Renova shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, and Renova shall take all steps reasonably necessary to defend the Collateral against all Persons at any time claiming any interest therein.

(b)Renova shall provide the TERG Parties with prior written notification of any change to Renova’s name, type of organization or jurisdiction of organization as long as the Collateral is in force.

(c)Renova shall not take or permit any action which would, or would be reasonably expected to, materially impair EMYC’s rights in the Collateral.

(d)Renova shall not take any action which would (or fail to take any action, the result of which failure would) impair the priority or enforceability of the security interest of EMYC in the Collateral.

(e)Renova shall not sell, convey, transfer or assign (by operation of law or otherwise) to any Person any Collateral unless pursuant to Section 2.7 above or after the release of EMYC’s security interest in the Collateral.

4.6Cooperation and Completion of Operating Project Consents and Notices. Renova hereby agrees to promptly take all further actions required by each Person from whom Renova is obtaining the relevant Operating Project Consents and Notices, including BNDES, BB, other banks providing guarantees under financing agreements and debenture holders, which shall include the execution of amendments to the relevant documents and the granting of the full release of all Holdco Entities’ obligations and undertakings under any Contracts not specifically related to the Salvador and Bahia Project Companies (including any collateral provided thereunder by Nova Renova), to which the Holdco Entities were a party before the Reorganization. Renova hereby agrees to promptly take any other actions reasonably requested by the relevant TERG Party and cooperate with each such TERG Party in connection with such Operating Project Consents and Notices, including the execution of any documents and the submissions of any filings or information. Additionally, if at any time after the Closing Date any further action is necessary to carry out the purposes of this Agreement with respect to the Salvador and Bahia Projects and Project Companies, the Parties shall exercise commercially reasonable efforts to take all such necessary actions.

4.7. Redemption of Nova Renova’s Shares. Renova acknowledges and agrees that the redemption of shares approved in the officers meeting of Nova Renova held on July 23, 2015 pursuant to which 39,891,800 Nova Renova shares were redeemed without the consent by the relevant lenders, notwithstanding the provisions in the applicable financing agreements with BNDES, BB and the debentures in which Nova Renova and Renova is a party. In view of this, Renova shall indemnify and hold harmless the TERG Parties from and against all Losses that exclusively arise out of or result from such redemption of Nova Renova.

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4.8 IOF Taxes. The Parties hereby acknowledge and agree that in connection with the swap contemplated by the Salvador SSA, two payments of tax on financial transactions (“IOF Tax”) will be payable in connection with the Foreign Exchange Transactions to be implemented in order to effect such swap. Notwithstanding the provisions of Section 11.1 of the Salvador SSA, the Parties hereby agree that Renova shall be responsible for one of the IOF Tax payments and Renova and EMYC Sub shall each be responsible for one-half of the second IOF Tax payment. Renova hereby agrees to pay the one-half of the IOF Tax payment EMYC Sub is responsible for pursuant to this Section 4.8 and EMYC Sub shall fully reimburse Renova for such payment. For the avoidance of doubt, EMYC Sub shall solely bear the IOF Tax levied on the remittance of the funds in connection with such reimbursement.

ARTICLE 5
CLOSING MECHANICS

5.1Closing Cash Payments. In satisfaction of the TERG Parties’ Closing payment obligations pursuant to the Bahia SPA and this Agreement, at the Closings the TERG Parties shall pay or shall cause to be paid the following amounts:

(a)to Citibank, as Escrow Agent pursuant to the Omnibus Escrow Agreement, US$5,000,000 pursuant to Section 2.3 hereof;

(b)to Citibank, as Escrow Agent pursuant to the Omnibus Escrow Agreement, US$7,500 in satisfaction of Citibank’s administration fee thereunder;

(c)to Banco J.P. Morgan S.A. (“JP Morgan”), as Escrow Agent pursuant to that certain Escrow Agreement entered into concurrently herewith among JP Morgan, Renova, and Buyer (the “Bahia Escrow Agreement”), R$15,815,030 pursuant to Section 2.3(a) of the Bahia SPA;

(d)to JP Morgan, as Escrow Agent pursuant to the Bahia Escrow Agreement, R$20,000,000 pursuant to Section 2.3(b) of the Bahia SPA; and

(e)to Renova, R$395,809,951 pursuant to Section 2.3(c) of the Bahia SPA.

5.2Closing Share Deliveries. In satisfaction of the TERG Parties’ Closing swap obligations pursuant to the Salvador SSA and this Agreement, at the Closings the TERG Parties shall deliver or shall cause to be delivered the following:

(a)to Citibank, as Escrow Agent pursuant to the Omnibus Escrow Agreement, 313,333 shares of TERG Common Stock pursuant to Section 2.3(a) of the Salvador SSA;

(b)to Citibank, as Escrow Agent pursuant to the Omnibus Escrow Agreement, 792,495 shares of TERG Common Stock pursuant to Section 2.3(b) of the Salvador SSA; and

(c)to Renova, 19,221,671 shares of TERG Common Stock pursuant to Section 2.3(c) of the Salvador SSA.

ARTICLE 6

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WAIVERS

6.1Waivers under the Phase I Agreements. Based on, and in consideration for, the agreements and obligations of Renova contained herein, each TERG Party hereby waives:

(a)the conditions precedent set forth in Section 12.2(c) of each of the Phase I Agreements with respect to any consent or approval by, or notice to, BB for the lack of termination and release of the Banco do Brasil Financing Liens before the Closings, or BNDES, except for the consents set forth in Section 3.1, or their respective Affiliates or related parties;

(b)the conditions precedent set forth in Section 12.2(g) of the Bahia SPA and Section 12.2(h) of the Salvador SSA; and

(c)the conditions precedent set forth in Section 12.2(h) of the Bahia SPA and Section 12.2(i) of the Salvador SSA.

ARTICLE 7
REPRESENTATIONS AND WARRANTIES

7.1Representations and Warranties of the TERG Parties. Each of the TERG Parties hereby represents and warrants to Renova as of the Effective Date as follows:

(a)Such TERG Party is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation (to the extent good standing is applicable under the corporate laws of such jurisdiction), and has all requisite power and authority to conduct its business as it is now being conducted.

(b)Such TERG Party has all requisite power and authority to execute and deliver this Agreement and any other agreement or document related hereto to which it is a party. Such TERG Party has taken all necessary action to authorize the execution and delivery of this Agreement and any other agreement or document related hereto to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and any other agreement or document related hereto to which such TERG Party is a party has been or will be duly and validly executed and delivered by such TERG Party and each constitutes the legal, valid and binding obligation of such TERG Party, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)The execution and delivery by such TERG Party of this Agreement and any other agreement or document related hereto to which it is a party, the consummation of the transactions contemplated hereby and thereby, and the performance by such TERG Party of this Agreement and any other agreement or document related hereto to which it is a party in accordance with their terms will not: (i) violate the organizational documents of such TERG Party; (ii) require such TERG Party to obtain any consents, approvals, authorizations of, or make any filings with or give any notices to, any Governmental Bodies or any other Person that have not been obtained, made or given; (iii) violate or result in the breach of any of the terms and

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conditions of, cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a default under, any material Contract, to which such TERG Party is a party or by or to which such TERG Party or any of its properties is or may be bound or subject; or (iv) violate or result in the breach of Orders or any applicable Law or any Governmental Body.

(d)There are no actions, suits, proceedings or investigations pending to which TERG Party is a party or, to the knowledge of such TERG Party, threatened against or affecting such TERG Party, that would have a material adverse effect on such TERG Party’s ability to consummate the transactions contemplated hereunder or that could otherwise cause the transactions contemplated hereunder to be reversed or unwound following the Effective Date.

7.2Representations and Warranties of Renova. Renova hereby represents and warrants to each of the TERG Parties as of the Effective Date as follows:

(a)Renova is a sociedade anônima (S.A.) duly formed, validly existing and in good standing under the laws of Brazil (to the extent good standing is applicable under Brazilian corporate law), and has all requisite corporate power and authority to conduct its business as it is now being conducted.

(b)Renova has all requisite corporate power and authority to execute and deliver this Agreement and any other agreement or document related hereto to which it is a party. Renova has taken all necessary action to authorize the execution and delivery of this Agreement and any other agreement or document related hereto to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and any other agreement or document related hereto to which Renova is a party has been or will be duly and validly executed and delivered by Renova and each constitutes the legal, valid and binding obligation of Renova, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)The execution and delivery by Renova of this Agreement and any other agreement or document related hereto to which it is a party, the consummation of the transactions contemplated hereby and thereby, and the performance by Renova of this Agreement and any other agreement or document related hereto to which it is a party in accordance with their terms will not: (i) violate the organizational documents of Renova; (ii) require Renova to obtain any consents, approvals, authorizations of, or make any filings with or give any notices to, any Governmental Bodies or any other Person that have not been obtained, made or given; (iii) violate or result in the breach of any of the terms and conditions of, cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a default under, any material Contract, to which Renova is a party or by or to which Renova or any of its properties is or may be bound or subject; or (iv) violate or result in the breach of Orders or any applicable Law or any Governmental Body.

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(d)There are no actions, suits, proceedings or investigations pending to which Renova is a party or, to the Knowledge of Renova, threatened against or affecting Renova, that would have a material adverse effect on Renova’s ability to consummate the transactions contemplated hereunder or that could otherwise cause the transactions contemplated hereunder to be reversed or unwound following the Effective Date.

(e)To the Knowledge of Renova, BB is the only holder of the Debentures.

(f)Renova has provided to the TERG Parties, true, correct and complete copies of any and all of the Debenture Agreements.

(g)Neither Renova nor any of its Affiliates party to any Debenture Agreement is in default under any Debenture Agreement, and, to the Knowledge of Renova, no event has occurred that with the passage of time, the giving of notice or both, would become a default under any such Debenture Agreement.

(h)The total amount of the obligations outstanding under the Debentures as of the Effective Date is R$522,140,855.00.

(i)The exact legal name of Renova as of the Effective Date is set forth on the signature pages of this Agreement. Renova, as of the Effective Date, does not conduct, and, during the five-year period immediately preceding the Effective Date, Renova has not conducted, business under any trade name or other name other than those set forth on Schedule 7.2(i) hereto;

(j)Renova’s National Registry of Legal Entities number and its chief executive office, principal place of business and the place where Renova maintains its records concerning the Pledged TERG Shares is set forth on Schedule 7.2(j)(a) hereto. The country under whose law Renova was organized is set forth on Schedule 7.2(j)(b) hereto; and

(k)None of the Closing Holdcos has conducted any business other than (x) ownership of certain Subsidiaries of Renova prior to the Reorganization and (y) the ownership of all of the issued and outstanding ordinary shares of Salvador Eólica Participações S.A. and Bahia Eólica Participações S.A., respectively (the entities set forth in clause (y), the “Holdco Subsidiaries” and together with the Closing Holdcos, the “Holdco Entities”). None of the Holdco Subsidiaries has conducted any business other than the ownership of the relevant Operating Project Company Shares. Except for the Liabilities set forth in (a) the Renova Disclosure Letters for the Phase I Agreements relating to the Bahia Project Companies and the Salvador Project Companies only and (b) the amendments to certain financing agreements of Renova Eólica Participações S.A. (“Renova Eólica”) as set forth in the BNDES Consent (provided that it is acknowledged and agreed by the Parties that the Holdco Entities do not have any Liabilities under such financing agreements), no Holdco Entity has any Liabilities, whether actual or contingent. No Holdco Entity has any liability, including joint or subsidiary liability with other Persons (including other Holdco Entities), (i) as a result of the Reorganization, the transactions necessary to complete the Reorganization (including spin-offs) or otherwise or (ii) in connection with any Contract other than those listed in the Renova Disclosure Letters for the Phase I Agreements.

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(l)Each of the Closing Holdcos will own beneficially and of record and will hold good and valid title, free and clear of any Liens (except for the Permitted Liens described in clause (ix) of the definition thereof in the Phase I Agreements), and will have full power and authority to convey free and clear of any Liens (except such Liens as are imposed by EMYC or applicable securities Laws or the Permitted Liens described in clause (ix) of the definition thereof in the Phase I Agreements), shares of the Holdco Subsidiaries. Upon conveyance of the Swapped Securities to EMYC, EMYC will, directly or indirectly, own one hundred percent (100%) of each of the Holdco Subsidiaries and the Project Companies set forth in Schedule 7.2(l).

(m)All Contracts to which each Holdco Entity is a party or is bound are listed in the Renova Disclosure Letters for the Phase I Agreements (the “Holdco Contracts”) and relate to the Bahia Project Companies or the Salvador Project Companies exclusively, except for certain financing agreements of Renova Eólica which shall be amended after the Closing, as set forth in the BNDES Consent (provided that it is acknowledged and agreed by the Parties that the Holdco Entities do not have any Liabilities under such financing agreements). No Holdco Entity is in material default under any of the Holdco Contracts to which such Holdco Entity is a party, and to the Knowledge of Renova, none of the other parties to such Holdco Contracts is in material default under any of such Holdco Contracts, and, to the Knowledge of Renova, no event has occurred that with the passage of time, the giving of notice or both, would become a material default under any such Holdco Contract. Each such Holdco Contract is valid, legally binding and enforceable against such Holdco Entity and, to the Knowledge of Renova, enforceable by such Holdco Entity in each case in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally, or by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). With respect to such Holdco Contracts, no Holdco Entity has received written (or to the Knowledge of Renova, oral) notice of any uncured or unwaived material default by such Holdco Entity, or, to the Knowledge of Renova, by any other party or parties thereto. No Closing Holdco has repudiated any material provision of any Holdco Contract to which such Holdco Entity is a party and no Closing Holdco has received written (or to the Knowledge of Renova, oral) notice that any other party has repudiated any material provision of any such Holdco Contract.

(n)There is no material Action pending or, to the Knowledge of Renova, threatened, against any Holdco Entity that affects or binds such Holdco Entity or any of their assets or properties and no Holdco Entity is subject to any outstanding Orders.

(o)Each Holdco Entity has operated since the later of the date of its organization or formation and January 1, 2013, and is currently operating, its businesses in compliance in all material respects with, and its Properties materially conform to, all applicable Laws, and such Holdco Entity has not received any written notice of noncompliance with any such Laws relating to events, conditions or occurrences which if not remedied would be material to such Holdco Entity.

(p)The consummation of the transactions contemplated in the Phase I Agreements and herein, and the performance thereof by the Holdco Entities, will not: (i) violate

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the Organizational Documents of any Holdco Entity; (ii) breach any material provision of any Material Contract to which a Holdco Entity is a party; (iii) require such Holdco Entity to obtain any material consents, approvals, or authorizations of, or make any filings with or give any notices to, any Governmental Bodies or any other Person, except as set forth in Operating Project Consents and Notices; (iv) if the relevant Operating Project Consents and Notices are obtained or made, violate or result in the breach of any of the material terms and conditions of, cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a default under, or result in the acceleration of any monetary liabilities under, any Material Contract to which such Holdco Entity is a party or result in the creation of any Lien upon any of the properties of such Holdco Entity; or (v) if the relevant Operating Project Consents and Notices are obtained and made, violate or result in the breach of any applicable Orders or Laws of any Governmental Bodies except as would not be material to the applicable Holdco Entity.

(q)No Related Party or any director, manager, officer, or employee thereof is party to any Contract or arrangement with any Holdco Entity, including any outstanding advances for capital increases (Adiantamentos Para Futuro Aumento de Capital, under Brazilian Law) and all Indebtedness of the Holdco Entities with Renova and its Affiliates was duly paid or converted in investment in the capital stock of the relevant Holdco Entity. There are no binding obligations of any Holdco Entity to provide a loan to or make a capital contribution in any other Person.

ARTICLE 8
MISCELLANEOUS

8.1Dispute Resolution; Indemnity. Any controversy, claim or dispute between or among the Parties arising out of or related to this Agreement shall be deemed to be arising out of or related to either the Bahia SPA or the Salvador SSA, or both, as applicable, and shall be subject to the applicable provisions thereof, including the dispute resolution provisions set forth in Sections 16.1 and 16.2 of each Phase I Agreement and the indemnification provisions set forth in Articles 11 and 15 of each Phase I Agreement; provided that Renova hereby irrevocably and unconditionally (a) submits for itself and its property in any legal action or proceeding relating to the collection or sale of any Collateral, including pursuant to Section 2.7, or to enforce any other right with respect to any Collateral, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any courts thereof and (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same. For the avoidance of doubt, any claim made pursuant to this Agreement shall also be deemed made pursuant to one or both of the Phase I Agreements and shall be subject to, and counted against, the limitations on indemnity set forth therein.

8.2Notices. Any notice or other communication required or permitted hereunder shall subject to provisions of Section 16.5 of the Phase I Agreements.

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8.3Entire Agreement. This Agreement and any other agreements executed in connection with the consummation of the transactions contemplated hereby, contain the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, written or oral, with respect thereto.

8.4Waivers and Amendments. This Agreement may be amended, modified or supplemented and the terms hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable Law.

8.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflict of laws and/or rules thereof that might indicate the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law).

8.6Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not assignable by any party without the prior written consent of the other parties.

8.7Articles and Sections. All references herein to Articles and Sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. The Article and Section headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.8Interpretation. The parties hereto acknowledge and agree that (a) each party hereto and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement and (c) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto, regardless of which party was generally responsible for the preparation of this Agreement.

8.9Severability of Provisions. If any provision or any portion of any provision of this Agreement shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement shall not be affected thereby. If the application of any provision or any portion of any provision of this Agreement to any Person or circumstance shall be held invalid or unenforceable, the application of such provision or portion of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby.

8.10Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such

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counterparts together shall constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto.

8.11No Personal Liability. This Agreement (and each agreement, certificate and instrument delivered pursuant hereto) shall not create or be deemed to create or permit any personal liability or obligation on the part of any officer, director, employee, agent, Representative or investor of any party hereto.

8.12No Third Party Beneficiaries. No provision of this Agreement, express or implied, is intended to, or shall, confer any third party beneficiary or other rights or remedies upon any Person other than the parties hereto.

8.13Delivery by Facsimile or PDF. This Agreement, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (PDF), shall be treated in all manner and respects as an original Contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed and delivered by them on the date first set forth above.

RENOVA:

RENOVA ENERGIA, S.A.

By:_____________________________
Name:
Title:

[Signature Page to Omnibus Closing Agreement]

EMYC:

TERRAFORM GLOBAL, LLC

By:_____________________________
Name:
Title:

GLOBAL:

TERRAFORM GLOBAL, INC.

By:_____________________________
Name:
Title:

SUNEDISON:

SUNEDISON, INC.

By:_____________________________
Name:
Title:

[Signature Page to Omnibus Closing Agreement]

EMYC SUB:

TERRAFORM GLOBAL BRAZIL HOLDING B.V.

By:_____________________________
Name:
Title:

BUYER:

TERP GLBL BRASIL I PARTICIPAÇÕES S.A.

By:_____________________________
Name:
Title:

[Signature Page to Omnibus Closing Agreement]

SCHEDULE I

Description of Banco do Brasil Financing

· Characteristics of the Debentures:

o Regulation: Instruction CVM No. 476/2009.

o Issuance date: December 15, 2014.

o Type: simple, non-convertible into shares, with real securities.

o Face Value: R$ 10,000.00.

o Number of debentures issued: 50,000, all held by BB.

o Total Amount issued: R$500,000,000.00.

o Interest rate: 123.45% of CETIP DI Rate.

o Repayment of principal amount: seven installments, as follows

§ 14.290% of principal amount on December 15, 2018

§ 14.290% of principal amount on December 15, 2019

§ 14.290% of principal amount on December 15, 2020

§ 14.290% of principal amount on December 15, 2021

§ 14.290% of principal amount on December 15, 2022

§ 14.290% of principal amount on December 15, 2023

§ 14.260% of principal amount on December 15, 2014

o Payment of interest: semiannual payments, on every June 15 and December 15, from June 15, 2015 through December 15, 2024.

o Prepayment: is allowed following the 37^th month as of issuance date. The amount being prepaid shall correspond to the outstanding principal amount and interest accrued on the date of prepayment. The prepayment will be subject to the following fee over the amount being prepaid, according to the date of prepayment:

§ From the 1^th to 12^th month: 2.53%.

§ From the 13^th to 24^th month: 2.27%.

§ From the 25^th to 36^th month: 2.02%.

§ From the 37^th to 48^th month: 1.76%.

§ From the 49^th to 60^th month: 1.51%.

§ From the 61^th to 72^th month: 1.26%.

§ From the 73^th to 84^th month: 1.00%.

§ From the 85^th to 96^th month: 0.75 %.

§ From the 97^th to 108^th month: 0.50%.

§ From the 109^th to 120^th month: 0.25%.

o Total outstanding amount: R$ 522,140,855.00

· Banco do Brasil Financing Liens:

o Fiduciary Assignment (cessão fiduciária em garantia), from Renova Energia S.A. to the debentureholders, of the amounts deposited in the escrow account, consisting of dividends paid by (i) Nova Renova Energia S.A. to Renova Energia S.A., originated by Salvador Eólica Participações S.A. and Bahia Eólica Participações S.A. and (ii) Enerbras Centrais Elétricas S.A. to Renova Energia S.A., and pursuant to which Renova Energia S.A. is obliged to deposit all such dividends in such escrow account. The amounts of the dividends shall be retained in the escrow account, up the amount corresponding to one installment of the principal and one installment of interest, and

the remaining amounts shall be invested in CDBs (Certificados de Depósitos Bancários, bank deposit certificates) and retained for the benefit of the debentureholders.

SCHEDULE II

Description of Debenture Agreements

· Indenture of 3rd Issuance of Debentures (Instrumento Particular de Escritura da 3ª Emissão de Debêntures Simples, Não Conversíveis em Ações, em Espécie Quirografária, com Garantia Real, Série Única, para Distribuição Pública, com Esforços Restritos de Distribuição, da Renova Energia S.A.), dated as of December 17, 2014, entered into by and between Renova, as Issuer, and Planner Trustee DTVM Ltda., as trustee (the “Trustee”).

· Assets Fiduciary Assignment Agreement (Instrumento Particular de Contrato de Cessão Fiduciária de Bens e Direitos e Outras Avenças), dated as of December 29, 2014, entered into by and between Renova, as issuer, Trustee, as trustee, and BB, Enerbrás Centrais Elétricas S.A. (“Enerbrás”) and Nova Renova Energia S.A. (“Nova Renova”), as intervening parties.

· Escrow Account Agreement (Contrato de Administração de Contas), dated as of December 29, 2014, entered into by and between Renova, as issuer, Trustee, as trustee, and BB, as depositary.

· Shares Fiduciary Assignment Agreement (Instrumento Particular de Contrato de Alienação Fiduciária de Ações e Outras Avenças), dated as of December 29, 2014, entered into by and between Renova, as issuer, Trustee, as trustee, and Enerbrás, as intervening party.

SCHEDULE III

BNDES Agreements  

·	BNDES Loan Agreement No. 10.2.2100.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2100.1)
·	BNDES Loan Agreement No. 10.2.2101.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2101.1)
·	BNDES Loan Agreement No. 10.2.2102.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2102.1)
·	BNDES Loan Agreement No. 10.2.2103.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2103.1)
·	BNDES Loan Agreement No. 10.2.2104.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2104.1)
·	BNDES Loan Agreement No. 10.2.2105.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2105.1)
·	BNDES Loan Agreement No. 10.2.2106.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2106.1)
·	BNDES Loan Agreement No. 10.2.2107.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2107.1)
·	BNDES Loan Agreement No. 10.2.2108.1 (Contrato de financiamento mediante abertura de crédito nº 10.2.2108.1)
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) by and among Banco Nacional de Desenvolvimento Econômico e Social – BNDES, Centrais Eólicas Alvorada S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Guanambi S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Guirapá S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and between Banco Nacional de Desenvolvimento Econômico e Social – BNDES,  Centrais Eólicas Nossa Senhora Conceição S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Pajeú do Vento S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Planaltina S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Porto Seguro S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Rio Verde S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
·	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Salvador Eólica Participações S.A., Banco Citibank S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
··	Fiduciary Assignment of Rights and Credits Agreement (Contrato de Cessão Fiduciária de Direitos. Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Serra dos Saltos S.A., Banco Citibank S.A., Salvador Eólica Participações S.A., Renova Energia S.A. and Nova Renova Energia S.A. on June 21, 2011
·	BNDES Loan Agreement No. 14.2.0365.1 (Contrato de financiamento mediante abertura de crédito nº 14.2.0365.1)
·	BNDES Onlending Agreement No. 21/00821-3 (Contrato de Financiamento mediante repasse de recursos do Banco Nacional de Desenvolvimento Econômico e Social - BNDES No. 21/00821-3)
·	Guarantee Sharing Agreement (Contrato de Compartilhamento de Garantias) executed by and among Banco Nacional de Desenvolvimento Econômico e Social – BNDES, Banco do Brasil S.A. on December 10, 2014.
·	Fiduciary Assignment of Rights and Credits (Contrato de Cessão Fiduciária de Direitos Creditórios, Administração de Contas e Outras Avenças) regarding BNDES Loan Agreement No. 14.2.0365.1, BNDES Onlending Agreement No. 21/00821-3 and Indenture of 1st Issuance of Debentures from Renova Eólica, as amended from time to time.
·	Share Pledge Agreement, as amended from time to time (Contrato de Penhor de ações da Holding) regarding BNDES Loan Agreement No. 14.2.0365.1, BNDES Onlending Agreement No. 21/00821-3 and Indenture of 1st Issuance of Debentures from Renova Eólica, as amended from time to time.
·	SPVs Share Pledge Agreement (Contrato de Penhor de ações dos Parques) regarding BNDES Loan Agreement No. 14.2.0365.1, BNDES Onlending Agreement No. 21/00821-3 and Indenture of 1st Issuance of Debentures from Renova Eólica, as amended from time to time.
·	Credit Rights Pledge Agreement (Contrato de Penhor de Direitos Creditórios) regarding BNDES Loan Agreement No. 14.2.0365.1, BNDES Onlending Agreement No. 21/00821-3 and Indenture of 1st Issuance of Debentures from Renova Eólica, as amended from time to time.
·	Incidental Rights Pledge Agreement (Contrato de Penhor de Direitos Emergentes) regarding BNDES Loan Agreement No. 14.2.0365.1, BNDES Onlending Agreement No. 21/00821-3 and Indenture of 1st Issuance of Debentures from Renova Eólica, as amended from time to time.
·	Equipment and Machinery Pledge Agreement (Contrato de Penhor Conjunto de Máquinas e Equipamentos) regarding BNDES Loan Agreement No. 14.2.0365.1, BNDES Onlending Agreement No. 21/00821-3 and Indenture of 1st Issuance of Debentures from Renova Eólica, as amended from time to time.
·	BNDES Loan Agreement No. 11.2.0914.1 (Contrato de financiamento mediante abertura de crédito nº 11.2.0914.1)
	BNDES Loan Agreement No. 11.2.0912.1 (Contrato de financiamento mediante abertura de crédito nº 11.2.0912.1)
·	BNDES Loan Agreement No. 11.2.0913.1 (Contrato de financiamento mediante abertura de crédito nº 11.2.0913.1)
·	BNDES Loan Agreement No. 11.2.0910.1 (Contrato de financiamento mediante abertura de crédito nº 11.2.0910.1)
·	BNDES Loan Agreement No. 11.2.0911.1 (Contrato de financiamento mediante abertura de crédito nº 11.2.0911.1)
·	Fiduciary Assignment of Rights and Credits (Contrato de Cessão Fiduciária de Direitos, Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Bahia Eólica Participações S.A. and Banco Citibank S.A. on December 07, 2011
·	Fiduciary Assignment of Rights and Credits (Contrato de Cessão Fiduciária de Direitos, Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Candiba S.A., Banco Citibank S.A. and Bahia Eólica Participações S.A. on December 07, 2011
·	Fiduciary Assignment of Rights and Credits (Contrato de Cessão Fiduciária de Direitos, Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social – BNDES, Centrais Eólicas Igaporã S.A., Banco Citibank S.A. and Bahia Eólica Participações S.A. on December 07, 2011
·	Fiduciary Assignment of Rights and Credits (Contrato de Cessão Fiduciária de Direitos, Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Ilhéus S.A., Banco Citibank S.A. and Bahia Eólica Participações S.A. on December 07, 2011
·	Fiduciary Assignment of Rights and Credits (Contrato de Cessão Fiduciária de Direitos, Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Licínio de Almeida S.A., Banco Citibank S.A. and Bahia Eólica Participações S.A. on December 07, 2011
·	Fiduciary Assignment of Rights and Credits (Contrato de Cessão Fiduciária de Direitos, Administração de Contas e Outras Avenças) executed by and among Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Centrais Eólicas Pindaí S.A., Banco Citibank S.A. and Bahia Eólica Participações S.A. on December 07, 2011

SCHEDULE IV

BNDES Consent

See attached.

SCHEDULE 2.1

Minutes of the Debenture Holders Meeting

See attached.

SCHEDULE 2.3

Banco do Brasil Financing Liens

See attached.

SCHEDULE 4.3

Reorganization

· Spin off Nova Renova: Spin off of Nova Renova Energia S.A. with the merger of (i) the spun off part related to the investment in Salvador Eólica Participações S.A. into Salvador Holding S.A., and (ii) the spun off part related to the investment in Renova Eólica Participações S.A. into Nova Energia Holding S.A.;

· Salvador Eólica into Salvador Holding: Approval by Salvador Holding S.A. of the merger of the spun off part of Nova Renova related to the investment in Salvador Eólica Participações S.A. into Salvador Holding S.A..

· Renova Eólica into Nova Energia: Approval by Nova Energia Holding S.A. of the merger of the spun off part of Nova Renova related to the investment in Renova Eólica Participações S.A. into Nova Energia Holding S.A..

SCHEDULE 4.3(a)

Filings to be submitted to JUCESP

See attached.

SCHEDULE 4.3(a)

Filings in connection with the implementation of the relevant Reorganization

· Filling with the Board of Trade of the State of São Paulo of the minutes of shareholders meeting of Nova Renova Energia S.A. that shall approve, among other matters, the spin off of Nova Renova Energia S.A. with the merger of (i) the spun off part related to the investment in Salvador Eólica Participações S.A. into Salvador Holding S.A., and (ii) the spun off part related to the investment in Renova Eólica Participações S.A. into Nova Energia Holding S.A.

· Filling with the Board of Trade of the State of São Paulo of the minutes of shareholders meeting of Salvador Holding S.A. that shall approve, among other matters, the merger of the spun off part of Nova Renova related to Salvador Eólica Participações S.A.

· Filling with the Board of Trade of the State of São Paulo of the minutes of shareholders meeting of Nova Energia Holding S.A. that shall approve, among other matters, the merger of the spun off part of Nova Renova related to the investment in Renova Eólica Participações S.A. into Nova Energia Holding S.A.

SCHEDULE 4.3(b)

Powers of Attorney

See attached.

SCHEDULE 4.4

Replacement Collateral

No.	BankGuarantee	Guarantor	GuaranteedParty	Beneficiary	Amount (R$)
1.	421.523-4	Banco SafraS.A.	C.E. AlvoradaS.A.	ONS	45.952,00
2.	421.525-1	Banco SafraS.A.	C.E. CandibaS.A.	ONS	54.741,00
3.	421.526-9	Banco SafraS.A.	C.E. Guanambi S.A.	ONS	118.732,00
4.	421.527-7	Banco SafraS.A.	C.E. GuirapáS.A.	ONS	163.018,00
5.	421.528-5	Banco SafraS.A.	C.E.IgaporãS.A.	ONS	173.891,00
6.	421.529-3	Banco SafraS.A.	C.E.Ilhéus S.A.	ONS	64.199,00
7.	451.530-7	Banco SafraS.A.	C.E.Licínio de AlmeidaS.A.	ONS	136.424,00
8.	421.531-5	Banco SafraS.A.	C.E. N. Sra Conceição S.A.	ONS	164.738,00
9.	421.532-3	Banco SafraS.A.	C.E. Pajeú dos Ventos S.A.	ONS	148.115,00
10.	421.533-1	Banco SafraS.A.	C.E. Pindaí S.A.	ONS	135.707,00
11.	421.534-0	Banco SafraS.A.	C.E. PlanaltinaS.A.	ONS	157.376,00
12.	421.535-8	Banco SafraS.A.	C.E. Porto Seguro S.A.	ONS	36.608,00
13.	421.536-6	Banco SafraS.A.	C.E. Rio VerdeS.A.	ONS	174.620,00
14.	421.537-4	Banco SafraS.A.	C.E. Serrado Salto S.A.	ONS	109.483,00

SCHEDULE 7.2(i)

Legal Name

• RenovaEnergiaS.A.

SCHEDULE 7.2(j)(a)

Renova Information

Renova EnergiaS.A.

National RegistryofLegal Entities Number (CNPJ): 08.534.605/0001-74

Principal PlaceofBusiness/Location ofits Records:Av.RoquePetroni Júnior, 999–4thfloor–
Vila Gertrudes – SãoPaulo/SP – ZipCode: 04707-910

SCHEDULE 7.2(j)(b)

Country of Organization

Country: Brazil

SCHEDULE 7.2(l)

Holdco Entity Subsidiaries and Project Companies

Schedule 7.2(l)

(a)Holdco Subsidiaries

No.	Company	CNPJ
1.	Salvador Eólica Participações S.A.	11.283.084/0001-34
2.	Bahia Eólica Participações S.A.	11.183.629/0001-30

(b)Salvador Project Companies

No.	Company	CNPJ
1.	Centrais Eólicas Alvorada S.A.	11.349.807/0001-50
2.	Centrais Eólicas Pajeú do Vento S.A.	11.365.985/0001-75
3.	Centrais Eólicas Planaltina S.A.	11.363.327/0001-44
4.	Centrais Eólicas Rio Verde S.A.	11.350.476/0001-79
5.	Centrais Eólicas Guirapá S.A.	11.345.796/0001-30
6.	Centrais Eólicas Nossa Senhora da Conceição S.A.	11.371.340/0001-45
7.	Centrais Eólicas Guanambi S.A.	11.350.499/0001-83
8.	Centrais Eólicas Porto Seguro S.A.	11.366.056/0001-80
9.	Centrais Eólicas Serra do Salto S.A.	11.349.836/0001-12

No.	Company	CNPJ
1.	Centrais Eólicas Pindaí S.A.	11.350.542/0001-00
2.	Centrais Eólicas Igaporã S.A.	11.366.011/0001-06
3.	Centrais Eólicas Licínio de Almeida S.A.	11.349.904/0001-43
4.	Centrais Eólicas Candiba S.A.	11.349.756/0001-67
5.	Centrais Eólicas Ilhéus S.A.	11.366.468/0001-10

EX-5

EXHIBIT 5 

EXECUTION VERSION

Option Agreement for
DEVELOPMENT ASSETS and DEVELOPMENT PROJECT companies

This Option Agreement for Development Assets and Development Project Companies (this “Agreement”), is made and entered into as of July 15, 2015, by and between TerraForm Global, Inc., a Delaware corporation (“EMYC”), and Renova Energia S.A., a Brazilian sociedade anônima (S.A.) (“Renova”). Renova and EMYC are herein referred to individually as a “Party” and collectively, as the “Parties.”

W I T N E S S E T H

WHEREAS, Renova is in the business of developing, financing, constructing and operating renewable energy projects, including wind, solar and hydro powered electric generation projects, either directly or through wholly or partially owned Subsidiaries that own such projects;

WHEREAS, on the date hereof, Renova and EMYC entered into two Securities Purchase Agreements (the “Operating Projects SPAs”) and a Securities Swap Agreement (the “Operating Projects SSA”) pursuant to which Renova agreed to transfer to EMYC, and EMYC agreed to acquire from Renova, the equity interests held directly or indirectly by Renova in certain companies (the “Operating Project Companies”) that own certain operating renewable energy projects identified in the Operating Projects SPAs and the Operating Projects SSA (the “Operating Projects”), subject to the terms and conditions of the Operating Projects SPAs and the Operating Projects SSA;

WHEREAS, Renova and EMYC are entering into that certain Securities Swap Agreement of even date herewith (the “Backlog Projects SSA”), pursuant to which Renova is agreeing to transfer to EMYC, and EMYC is agreeing to acquire from Renova, the equity interests held directly or indirectly by Renova in certain companies (the “Backlog Project Companies”) owning certain renewable energy projects under development identified in the Backlog Projects SSA (the “Backlog Projects”), subject to the terms and conditions of the Backlog Projects SSA;

WHEREAS, in connection with the Operating Projects SPAs, the Operating Projects SSA and the Backlog Projects SSA, Renova now wishes to grant, and EMYC wishes to receive, certain limited rights to acquire the projects in Renova’s development pipeline and any projects developed by Renova in the future in accordance with the terms and conditions set forth herein;

WHEREAS, upon the consummation of the Other SPA, SunEdison, Inc., a Delaware corporation (“SunEdison”), is entering into the controlling block of Renova; and

WHEREAS, the execution and delivery of this Agreement and the grant of the rights contained herein is being delivered in connection with the Backlog Projects SSA and the Other SPA and is a material inducement for EMYC to enter into the Backlog Projects SSA.

NOW, THEREFORE, in consideration of the foregoing premises, the respective representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:

Article I
DEFINITIONS

As used in this Agreement, the following terms shall have the meaning ascribed to such terms below. In the event that an initial capitalized term is used herein and not defined, it shall have the meaning ascribed to such term in the Operating Projects SPAs, Operating Projects SSA or Backlog Projects SSA, as applicable.

“Agreement” shall have the meaning set forth in the introductory paragraph of this Agreement.

“Affiliate” means with respect to any Person, any other Person Controlling, Controlled by or under common Control with such Person; provided that, in the case of Renova, only Persons Controlled by Renova shall be deemed “Affiliates” of Renova hereunder.

“Arbitral Tribunal” shall have the meaning set forth in Section 5.1(c).

“Backlog Project Companies” shall have the meaning set forth in the Recitals.

“Backlog Projects SSA” shall have the meaning set forth in the Recitals.

“Backlog Projects” shall have the meaning set forth in the Recitals.

“Bid” shall have the meaning set forth in Section 2.1(c).

“CAFD” or “cash available for distribution” means the cash generated by a Project that remains and is available for distribution at the end of any given period that begins at the date of transfer of such Project to EMYC, after payment of all recurring expenses for the Project on an unleveraged basis.

“Commercial Operation” means the official statement of the Brazilian Electricity Regulatory Agency (Agencia Nacional de Energia Electrica –ANEEL) recognizing that (i) a Project is complete, has completed operation on tests successfully and must start commercial operation, at full capacity, by way of making power generation available to the power grid or (ii) a Project is complete but cannot be interconnected solely due to delays in the completion of transmission facilities of Third Parties, and that shall as a result be entitled to start receiving, in full, revenues under the applicable PPA in such a way as if fully delivering the contracted amounts of electrical energy, provided that the relevant Project shall not be required, as a result, to acquire electrical energy in order to deliver under said Power Purchase Agreement.

2

“Development Asset Agreement” shall have the meaning set forth in Section 2.1(i).

“Dispute” shall have the meaning set forth in Section 5.1(a).

“EMYC” shall have the meaning set forth in the introductory paragraph of this Agreement.

“Estimated Inflation” means the IPCA projection published by the Brazilian Central Bank.

“IFRS” means the International Financial Reporting Standards.

“IPCA” means the Broad National Consumer Price Index of Brazil (Índice Nacional de Preços ao Consumidor Amplo) or any official inflation index that replaces the IPCA.

“Long-Term Project” means any Project that, based on the requirements of its applicable PPA or otherwise, reasonably anticipates a development and construction period of more than three (3) years.

“Notice of Intent to Bid” shall have the meaning set forth in Section 2.1(c).

“Notice of Intent to Finance” shall have the meaning set forth in Section 2.1(d).

“Operating Project Companies” shall have the meaning set forth in the Recitals.

“Operating Projects SPAs” shall have the meaning set forth in the Recitals.

“Operating Projects SSA” shall have the meaning set forth in the Recitals.

“Operating Projects” shall have the meaning set forth in the Recitals.

“Option” shall have the meaning set forth in Section 2.1(a).

“Option Exercise Notice” shall have the meaning set forth in Section 2.1(e).

“Option Price” shall have the meaning set forth in Section 2.1(g).

“Option Term” shall have the meaning set forth in Section 2.1(e).

“Other SPA” shall means that certain Securities Purchase Agreement, dated as of the date hereof, by and between SunEdison and Light Energia S.A.

“PPA” means a power purchase agreement.

“Party” or “Parties” shall have the meaning set forth in the introductory paragraph of this Agreement.

3

“Project” shall mean any and all current and future renewable energy projects (including any wind, solar, hydro, or other renewable resource powered electrical or other power generating facility), other than the Operating Projects, the Backlog Projects and the projects owned by Brasil PCH S.A., that are in development, under construction, or which achieve Commercial Operation and which are owned in whole or in part, directly or indirectly, by Renova or any of its Affiliates and which have a PPA that has a term of ten (10) years or more.

“Project Assets” shall mean all tangible and intangible assets owned by Renova, an Affiliate of Renova, or a Project Company or used in connection with or related to a particular Project, including leases, rights of way, permits, studies, reports, power purchase agreements, transmission and interconnection rights, bidding documents, bid awards, equipment supply contracts, construction contracts, equipment, supplies and spare parts.

“Project Company” shall mean any Person formed for the purpose of holding or owning Project Assets for one or more Projects and in which Renova or an Affiliate of Renova holds any interest.

“Project Company Shares” shall mean all common and preferred shares or other ownership rights of any kind in a Project Company held by Renova or any Affiliate of Renova, including any rights under any shareholders’ agreements or similar agreements or other similar rights.

“Proposed Financial Model” shall have the meaning set forth in Section 2.1(c).

“Renova” shall have the meaning set forth in the introductory paragraph of this Agreement.

“Right of First Refusal” shall have the meaning set forth in Section 2.2(a).

“ROFR Exercise Notice” shall have the meaning set forth in Section 2.2(c).

“ROFR Notice” shall have the meaning set forth in Section 2.2(b).

“ROFR Period” shall have the meaning set forth in Section 2.2(a).

“ROFR Project” shall have the meaning set forth in Section 2.2(a).

“Rules” shall have the meaning set forth in Section 5.1(b).

“Short-Term Project” means any Project that, based on the requirements of its applicable PPA or otherwise, reasonably anticipates a development and construction period of three (3) years or less.

“Subsidiary” means, with respect to any Person, any corporation, general or limited partnership, joint venture, limited liability company, limited liability partnership or other Person that is a legal entity, trust or estate of which such Person has a direct or

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indirect equity or ownership interest in excess of fifty percent (50%) or which such Person otherwise Controls.

“SunEdison” shall have the meaning set forth in the Recitals.

“Term” shall have the meaning set forth in Section 5.15.

“Third Party” shall mean any Person that is not a Party or an Affiliate of a Party.

“Transferee” shall have the meaning set forth in Section 2.2(b).

All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. All terms defined in this Agreement in their singular or plural forms have correlative meanings when used herein in their plural or singular forms, respectively. Unless otherwise expressly provided, the words “include,” “includes” and “including” do not limit the preceding words or terms and shall be deemed to be followed by the words “without limitation.” References to “days” means calendar days. The terms “hereof”, “herein”, “hereto”, “hereunder” and “herewith” refer to this Agreement as a whole. Accounting terms have the meanings given to them under IFRS, and in any cases in which there exist elective options or choices in IFRS determinations relating to the relevant Project Company or the relevant Project, or where management discretion is permitted in classification, standards or other aspects of IFRS related determinations relating to the relevant Project Company or the relevant Project, the historical accounting principles and practices of the relevant Project Company or the relevant Project, as applicable, shall continue to be applied on a consistent basis. Any statute, regulation, or other law defined or referred to herein (or in any agreement or instrument that is referred to herein) means such statute, regulation or other law as, from time to time, may be amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes. References to a Person also refer to its predecessors and permitted successors and assigns.

Article II
GRANT OF OPTION; TERM; CONSIDERATION

Section 2.1Grant of Option.

(a)Subject to the terms and conditions set forth herein, Renova hereby grants to EMYC the right and option to acquire each set of Project Assets and the Project Company Shares pertaining to the Projects (the “Option”). The terms of the acquisition pursuant to the Option shall be as set forth below or on such other terms as EMYC may propose that are more favorable to Renova.

(b)The Option shall be exercisable by EMYC, on the terms and conditions set forth below, from the date hereof until December 31, 2016 and shall not be exercisable by EMYC at any time thereafter unless otherwise agreed by the Parties pursuant to Section 2.4 or otherwise.

(c)With respect to any Short-Term Project, at least twenty-five (25) days prior to Renova or any Subsidiary thereof (including any Project Company) either (i) submitting

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a bid in any auction or other request for renewable energy power sales from any Project issued by any Governmental Body or (ii) offering to enter into a market-based power sale agreement with any Third Party (each of the foregoing items (i) and (ii), a “Bid”), Renova shall notify EMYC in writing that Renova intends to bid in such auction or other request or intends to make a binding offer for a market based power sale agreement (the “Notice of Intent to Bid”). The Notice of Intent to Bid shall identify the Project or Projects that will be involved or included in the bid, the anticipated size of the Project or Projects, the estimated Project output, the anticipated range of power prices, the anticipated term of the power purchase agreement, the expected Commercial Operation, the estimated month and year of the closing of the acquisition of the Project by EMYC and a proposed financial model that Renova shall prepare in good faith and in a manner consistent with its past practices, which shall include, among other information, profit and losses, balance sheet and cash flow estimated for the Project, main assumptions to calculate the valuation of the Project and the statement of calculation of the valuation of the Project (a “Proposed Financial Model”). Renova shall update the information in the Notice of Intent to Bid no less frequently than weekly from the date of the initial delivery of the Notice of Intent to Bid up until the moment Renova or any Subsidiary thereof (including any Project Company) makes a Bid.

(d)With respect to any Long-Term Project, at least two (2) years prior to its Commercial Operation or up to thirty (30) days from the receipt by EMYC of a notice sent by Renova relating to a commitment of any form of Third Party debt or equity financing, whichever occurs first, Renova shall notify EMYC in writing that Renova intends to obtain such financing (the “Notice of Intent to Finance”). The Notice of Intent to Finance shall identify the Project or Projects that will be involved or included in the bid, the anticipated size of the Project or Projects, the estimated Project output, the anticipated range of power prices, the anticipated term of the power purchase agreement and a Proposed Financial Model.

(e)EMYC shall have the right to exercise the Option up to twenty-four (24) hours prior to the opening of the applicable auction for any Short-Term Projects and within twenty (20) days after EMYC’s receipt of the Notice of Intent to Finance for any Long-Term Projects, as applicable (the “Option Term”), by providing written notice to Renova of its intent to exercise the Option and acquire the totality of the Project Assets or Project Company Shares, as the case may be (the “Option Exercise Notice”).

(f)Upon presentation of the Notice of Intent to Bid or Notice of Intent to Finance, as applicable, or prior thereto and at all times during the applicable Option Term, Renova shall provide EMYC with (i) full access to an electronic data room that contains all permits, reports, data, correspondence, leases, rights of way, corporate formation and operational documents, shareholders’ agreements, power purchase tender or proposal documents, interconnection agreements, development agreements, construction contracts, equipment supply agreements and all other contracts and any other information that may be material to the Project, the Project Company or EMYC’s decision whether to exercise the Option, (ii) full access to the Project site and the right to conduct reasonable visual and invasive tests thereon and (iii) such other information and materials as EMYC may reasonably request.

(g)The price for the acquisition of the totality of the Project Assets or the Project Company Shares upon exercise of the Option shall be an amount equal to a ten percent

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(10%) yield applied to the average CAFD for such Project for the five (5) years following such Project’s estimated transfer date, based on the applicable Proposed Financial Model (for the avoidance of doubt, by delivery of an Option Exercise Notice, EMYC agrees to utilize the applicable Proposed Financial Model for the purposes of calculating and adjusting the Option Price), provided that for the five (5) year CAFD following the estimated transfer date, the Estimated Inflation shall not be greater than six percent (6%) per annum. The amount determined pursuant to this Section 2.1(g) shall be the “Option Price.”

(h)EMYC and Renova shall negotiate and cooperate in good faith to come to an agreement on the closing Option Price, which will include a deduction of fifty percent (50%) of any increased value of the applicable Project as a result of the total operating expenses and maintenance capital expenses (in each case, as defined by IFRS) estimated to be incurred for the five (5) years following the estimated transfer date being less than the assumed amounts for each such expense set forth in the Proposed Financial Model, and any adjustments for the amounts set forth in the Proposed Financial Model. Notwithstanding anything in this Section 2.1 to the contrary, if, after the exercise by EMYC of the Option as to any Short-Term Project, such Project is not selected in the bid tender or the negotiations for a power sale agreement for such Project in the market are not successful, the exercise by EMYC of the Option with respect to such Project shall be deemed automatically rescinded and the Option shall continue to apply to such Project.

(i)In the event EMYC exercises its Option (i) as to any one or more Short-Term Projects and the bid or other action to acquire a power purchase agreement for such Project is successful, then within fifteen (15) days after Renova learns of the successful tender or executes another power purchase agreement or (ii) as to any one or more Long-Term Projects, then within fifteen (15) days after delivery of the Option Exercise Notice, Renova and EMYC (or their respective Affiliates) shall enter into a swap agreement for the transfer of the applicable Project Assets or the Project Company Shares, as the case may be, in a form that contains provisions substantively equivalent to those of Sections 2.2, 2.3 and 2.4, Articles 3, 6, 8, 9 (except for 9.7), 10 (except for 10.12(b)) and 11, Sections 12.1(a), 12.1(b), 12.1(c), 12.1(d), 12.1(e), 12.1(f), 12.1(h), 12.1(i), 12.1(j), 12.2(a), 12.2(b), 12.2(c), 12.2(d), 12.2(e), 12.2(f), 12.2(i) and 12.2(j) and Articles 13, 14, 15 and 16 of the Backlog Projects SSA, except, (x) references therein to “one (1) year CAFD” shall be deemed to be “five (5) year average CAFD”, provided that for the five (5) year CAFD following the estimated transfer date, the Estimated Inflation shall not be greater than six percent (6%) per annum and (y) in the case of a transfer of Project Assets, the representations and warranties and operative provisions of such provisions shall be adjusted as is reasonably necessary to reflect a sale of assets, and in each case will provide that the swap value for the Project Company Shares or the Project Assets will be the Option Price as described and calculated above. Each such agreement shall be referred to herein as a “Development Asset Agreement.”

(j)Upon the terms and subject to the conditions of this Agreement and the relevant Development Asset Agreement, at the closing of the transactions contemplated by any such Development Asset Agreement, EMYC (or one or more of its Affiliates, as applicable) shall pay or cause to be paid to Renova, consideration in the form of a number of shares of TERG Common Stock equal to the quotient obtained by dividing (i) the Option Price by (ii) the Weighted Average Price for the thirty (30) Trading Days immediately preceding the closing date

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of the transactions contemplated by such Development Asset Agreement (rounded down to the nearest whole share), to be issued to Renova.

(k)Upon and after the execution of a Development Asset Agreement for a particular Project, Renova, at its sole cost and expense, shall use commercially reasonable efforts to cause such Project to reach Commercial Operation.

(l)In the event that the applicable Project Company Shares are in a Project Company in which Renova or its Affiliate do not own one hundred percent (100%) of the equity interests, the Option shall apply only to those Project Company Shares that Renova or its Affiliate does own, together with any rights to cause the other owners of the relevant Project Company to sell or transfer its interests to Renova under any so-called “drag along” or similar rights.

(m)If EMYC delivers a written notice to Renova stating that it does not wish to exercise the Option with respect to any Notice of Intent to Bid or Notice of Intent to Finance, or if EMYC fails to respond to any such notice within the applicable Option Period (in which event EMYC shall be deemed to have elected not to exercise such Option) then the provisions of Section 2.2 below shall apply.

(n)EMYC may exercise the Option as provided herein for any Project Assets or Project Company Shares for any particular Project, while electing not to exercise the Option for Project Assets or Project Company Shares for other Projects. Such decision to exercise or not exercise the Option with respect to any Project shall not affect EMYC’s rights under this Agreement for future or other Projects and EMYC shall have the continuing right to receive Notices of Intent to Bid and Notices of Intent to Finance, and to exercise its rights under all Options arising under each such Notice of Intent to Bid and Notice of Intent to Finance from time to time during the Term with respect all other Projects, Project Assets and Project Company Shares.

(o)In the event that any Project Assets or any Project Company Shares are sold or transferred to a Subsidiary of Renova, the Options granted herein shall be binding on such Subsidiary and such Project Assets and Project Company notwithstanding such transfer.

Section 2.2Right of First Refusal.

(a)Upon the termination of an Option with respect to any Project and continuing until (i) in the case of any Project for which Renova holds all or a majority of the equity interests, the three (3) year anniversary of Commercial Operation for such Project or (ii) in the case of any Project for which Renova holds a minority of the equity interests, the two (2) year anniversary of acquisition of such minority equity interest (the “ROFR Period” and, such Project, the “ROFR Project”), EMYC shall have a right (subject to any transfer rights the other shareholders of such Projects may have) of first refusal to acquire the Project Assets or the Project Company Shares of such Project on the following terms and conditions (the “Right of First Refusal”).

(b)Prior to Renova or its Affiliates (including any Project Company) selling or otherwise transferring to any Person that is not an Affiliate of Renova (a “Transferee”) the

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Project Assets or Project Company Shares of the ROFR Project, Renova shall deliver a written notice (the “ROFR Notice”) to EMYC and shall offer to sell such Project Assets or Project Company Shares to EMYC on terms and conditions, including price, not less favorable to EMYC than those on which such Transferee has agreed in writing to acquire such Project Company Shares or Project Assets. The ROFR Notice shall disclose in reasonable detail the identity of such Transferee, the specific Project Assets or Project Company Shares to be transferred and the terms and conditions of the proposed transfer.

(c)EMYC may elect to purchase the Project Assets or Project Company Shares subject to a ROFR Notice upon the same terms and conditions as those set forth in the ROFR Notice by delivering a written notice of such election to Renova within forty-five (45) days after receipt of the ROFR Notice (the “ROFR Exercise Notice”); provided, however, that the form of consideration payable by EMYC in any such transaction shall be an amount of TERG Common Stock equal to the quotient obtained by dividing (i) the price for the purchase of such Project Assets or Project Company as set forth in the definitive agreement for such transaction by (ii) the Weighted Average Price for the thirty (30) Trading Days immediately preceding the closing date of such transaction (rounded down to the nearest whole share), to be issued to Renova.

(d)Upon Renova’s receipt of a ROFR Exercise Notice, Renova and EMYC shall consummate the transfer of the applicable ROFR Project within sixty (60) days on the terms and conditions set forth in the ROFR Notice.

(e)If EMYC does not deliver a ROFR Exercise Notice within the forty-five (45) day period described in Section 2.1(c) above, Renova may, for a period of three hundred sixty (360) days following expiration of such period, transfer the ROFR Project to any Person that is not an Affiliate of Renova at a price and on terms no more favorable to such Transferee than those specified in the ROFR Notice. If the ROFR Project is not transferred within such three hundred sixty (360)-day period, it will again be subject to the provisions of this Section 2.2 in connection with any subsequent Transfer.

Section 2.3Independent Option ROFR Consideration. In addition to the consideration described in the recitals above, EMYC shall pay Renova One Hundred Brazilian Reais (R$100) at the execution of this Agreement in consideration of the Option, the Right of First Refusal and Right of First Offer granted herein.

Section 2.4Good Faith Negotiation. From the date hereof until December 31, 2016, EMYC and Renova shall negotiate and cooperate in good faith to (a) agree on terms, including price, by which the parties would extend the exercise period for the Option beyond December 31, 2016 and (b) agree on a mutually beneficial exclusivity provision that would apply beyond December 31, 2016.

Article III
REPRESENTATIONS AND WARRANTIES

Section 3.1EMYC Representations and Warranties. EMYC represents and warrants to Renova on the date hereof that:

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(a)EMYC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(b)EMYC’s execution, delivery and performance of this Agreement and the transactions contemplated hereby is within its power, requires no action by or in respect of, or filing with, any Governmental Body, agency or official, and does not contravene or constitute a default under any provision of applicable Laws or any governance document, agreement, judgment, injunction, order, decree or other instrument binding upon EMYC;

(c)This Agreement has been duly executed and delivered by EMYC and constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms; and

(d)EMYC has not taken any action which would create any obligation or liability to any person for any finder’s fee, brokerage fee, agent’s commission or like payment in connection with this Agreement or the transactions contemplated hereby.

Section 3.2Renova Representations and Warranties. Renova represents and warrants to EMYC on the date hereof that:

(a)Renova is a sociedade anonima (S.A.) duly organized, validly existing and in good standing under the laws of Brazil;

(b)Renova’s execution, delivery and performance of this Agreement and the transactions contemplated hereby is within its power, requires no action by or in respect of, or filing with, any Governmental Body, agency or official, and does not contravene or constitute a default under any provision of applicable Laws or any governance document, agreement, judgment, injunction, order, decree or other instrument binding upon Renova;

(c)This Agreement has been duly executed and delivered by Renova and constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms;

(d)Renova has not taken any action which would create any obligation or liability to any person for any finder’s fee, brokerage fee, agent’s commission or like payment in connection with this Agreement or the transactions contemplated hereby; and

(e)Neither Renova nor any of its Affiliates is party to any agreement (other than this Agreement, the Operating Projects SPAs, the Operating Projects SSA and the Backlog Projects SSA) that could require (i) Renova or such Affiliate to sell, transfer, or otherwise dispose of any of Project Assets, the Project Company Shares or equity interests in any Affiliate of the Project Company holding such Project Assets or (ii) Renova, its Affiliate or the applicable Project Company to issue any equity interests in the Person holding any Project Assets to any other Person.

Article IV
COVENANTS OF THE PARTIES

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During the Term of this Agreement:

Section 4.1Restrictions on Project Assets. Renova shall (and shall cause its Affiliates to) develop, pursue or acquire Project Assets itself or through an Affiliate to ensure that any and all Project Assets are subject to this Agreement; provided, however, that nothing in this Agreement prohibits Renova from developing, pursuing or acquiring Project Assets through a company of which Renova or a Subsidiary thereof holds a minority equity interest. Renova shall not, nor shall it permit any of its Subsidiaries to, sell, assign or transfer any Project Assets (on an assets basis or by transfer of the equity interests directly or indirectly in any Project Company which holds such assets) or any portion thereof to any Third Party except in full compliance with the terms of this Agreement.

Section 4.2Notice of Progress towards Commercial Operation; Due Diligence. Renova shall provide EMYC with periodic updates (but no less frequently than quarterly) on the status of development of all its Projects, which are subject to this Agreement, and afford EMYC and its representatives, during normal business hours, reasonable access to the books, records and other data relating to the development and construction status of such Projects, regardless of whether an Option has been exercised respecting the underlying Project Assets or Project Company Shares. Renova shall also provide EMYC prompt written notice of any anticipated delay or other changes in a Project’s scheduled commencement of Commercial Operation.

Article V
MISCELLANEOUS

Section 5.1Dispute Resolution.

(a)In the event of any controversy, claim or dispute between the Parties arising out of or related to this Agreement (“Dispute”), within three (3) days following the date of delivery of a written request by either Party, (i) each Party shall appoint as its representative a senior officer, and (ii) such senior officers shall meet, negotiate and attempt in good faith to resolve the Dispute quickly, informally and inexpensively, within fifteen (15) days after receipt of said notice.

(b)Any Dispute that is not resolved pursuant to Section 5.1(a), shall be submitted to arbitration administered by the International Court of Arbitration of the CCBC. The arbitration shall be held according to Rules of Arbitration of the CCBC in force and effect upon arbitration proceedings (“Rules”).

(c)The arbitral tribunal shall be composed of three (3) arbitrators (the “Arbitral Tribunal”). Each Party shall appoint one (1) arbitrator in accordance with the Rules. If more than one (1) claimant is involved, all claimants shall appoint one (1) arbitrator, as mutually agreed upon among them; if more than one (1) respondent is involved, all respondents shall appoint one (1) arbitrator, as mutually agreed upon among them. The third arbitrator who will preside over the Arbitral Tribunal shall be appointed by the arbitrators appointed by the Parties. If there are multiple parties that can neither be in a group of claimants nor in a group of respondents, and the parties do not agree upon the nomination of the two (2) co-arbitrators within

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fifteen (15) days, all members of the Arbitral Tribunal shall be appointed by the CCBC, in accordance with the Rules.

(d)Any omissions, refusal, litigations, doubts and failures to reach an agreement about the appointment of the arbitrators by the Parties, or third arbitrator, shall be settled by the CCBC.

(e)The procedures provided for in this Section 5.1 will also apply in the event that an arbitrator needs to be replaced.

(f)The seat of arbitration shall be the City of São Paulo, State of São Paulo, Brazil, and the Arbitral Tribunal may reasonably designate any specific actions to be taken in other localities.

(g)The arbitration, including its existence as well as all documents and materials presented herein, including, but not limited to motions, briefs, pleads, evidence and arbitral awards, orders and decisions, shall be confidential. The Parties, their agents and the arbitrators shall not disclose confidential information to any Third Party, except and to the extent that disclosure is required by applicable Law; to protect or pursue a legal right, including to seek any pre-arbitral injunction, pre-arbitral attachment, any other order in aid of arbitration proceedings; or to enforce or challenge a pre-arbitral injunction, pre-arbitral attachment, any other order in aid of arbitration proceedings and any arbitral order or award in legal proceedings before a court or other competent authority.

(h)The arbitration award shall be final and definitively binding upon the Parties and their successors at any account, and therefore, its ratification by judicial authority is not needed, and the arbitration awards shall not be subject to appeal, except for the applications for correction and clarification to the Arbitral Tribunal as provided for in article 30 of Law No. 9.307/96 and any action for annulment under article 32 of Law No. 9.307/96.

(i)Any of the Parties may seek precautionary or injunctive relief, prior to the composition of Arbitral Tribunal, in which case the Party requesting precautionary or injunctive relief may resort to the CCBC or to any court having jurisdiction over the Parties and their assets, or to the courts of the City of São Paulo, State of São Paulo, Brazil, as the case may be. No precautionary or injunctive relief sought shall affect the existence, validity and effectiveness of the arbitration agreement provided for hereunder, nor shall be deemed as waiver of requirement to submit the dispute hereunder to arbitration. After the constitution of the Arbitral Tribunal, any precautionary or injunctive relief sought shall be filed with the Arbitral Tribunal, which shall have the competence to confirm, modify or overrule any relief previously granted by the courts or the CCBC.

(j)In any arbitration (or litigation, whenever applicable pursuant to the provisions of this Section 5.1) to enforce the provisions of this Agreement, the prevailing Party in such action shall be entitled to the recovery of its reasonable legal fees and expenses (including reasonable attorneys’ fees and legal costs), fees of the arbitrator(s), costs and expenses such as expert witness fees, as fixed by the arbitrator(s) or court without necessity of noticed motion.

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(k)All arbitration proceedings shall be conducted in the English language; provided that evidence may be produced in Portuguese without translation. The arbitration proceedings shall be governed by New York law, and the arbitrators shall not act as amiable compositeur, nor decide any issue ex aequo et bono.

(l)Before the constitution of the Arbitral Tribunal, the CCBC may consolidate simultaneous arbitral proceedings grounded upon this Agreement or upon any other instrument entered into between the Parties. After its constitution, the Arbitral Tribunal shall have exclusive jurisdiction to consolidate simultaneous arbitral proceedings grounded upon this Agreement or upon any other instrument entered into between the Parties, if said proceedings are related to the same legal relationship and if consolidation does not cause any harm to the Parties. The jurisdiction to consolidate shall be incumbent upon the first Arbitral Tribunal constituted, and its decision shall be final and binding between the Parties.

(m)In connection with any dispute pursuant to Section 2.1(h), the Parties shall use commercially reasonable efforts to cause the Arbitral Tribunal to reach a decision within one (1) year of the applicable closing.

(n)The provisions set forth in this Section 5.1 shall survive the termination or expiration of this Agreement.

Section 5.2Enforcement; Specific Performance. The Parties agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies may not be an adequate remedy for such damages if any party fails to perform in any material respect any of its obligations hereunder. Accordingly, the Parties agree that each of the parties shall be entitled to seek an interdiction, injunction, specific performance or similar equitable relief restraining such Party from committing or continuing any such breach or threatened breach or to seek to compel specific performance of the obligations of any other Party under this Agreement, with due regard to the provisions in articles 461 and 632 of the Brazilian Code of Civil Procedure, and to enforce specifically the terms and provisions of this Agreement in any of the courts in accordance with Section 5.1(a), this being in addition to any other remedy to which such party is entitled under this Agreement, at law or in equity. Each of the Parties hereby agrees not to raise any objections to the availability of, and hereby waives (a) any defense to the granting of an interdiction, injunction, specific performance or other equitable relief to prevent and restrain breaches or threatened breaches of this Agreement by such party or to specifically enforce the terms and provisions of this Agreement and (b) any requirement to post any bond or other security in connection with any such order or injunction. For purposes of specific performance, the Parties confirm that this Agreement constitutes an extrajudicial enforcement document with regard to the provisions set forth in article 585 of the Brazilian Code of Civil Procedure.

Section 5.3Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) on the day of delivery if delivered in person, (b) on the first (1^st) Business Day following the date of dispatch if delivered by a nationally recognized express courier service, (c) on the fifth (5^th) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested,

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postage prepaid, or (d) if given by electronic email transmission, when transmitted to the applicable address so specified herein and an appropriate confirmation of transmission is received; provided that any electronic email transmission shall also be sent by another form of written communication. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated by notice given in accordance with this Section 5.3 by the party to receive such notice:

if to EMYC, to:

TerraForm Global, Inc.

7550 Wisconsin Avenue

Bethesda, MD 20814

U.S.A.

Attention: Mr. Rik Gadhia

Telephone: (240) 762-7700

Fax: (240) 762-7900

Email: rgadhia@sunedison.com

with a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

U.S.A.

Attention: Mr. Zachary N. Wittenberg

Telephone: (212) 872-1081

Fax: (212) 872-1002

Email: zwittenberg@akingump.com

if to Renova, to:

Renova Energia S.A.

Av. Roque Petroni Junior, 999 – 4 andar

São Paulo, SP, Brasil

CEP: 04707-910

Attention: Mr. Ricardo de Lima Assaf

Telephone:

Email: assaf@renovaenergia.com.br

with copies (which shall not constitute notice) to:

Milbank, Tweed, Hadley & McCloy LLP

28 Liberty Street

New York, NY 10005

U.S.A.

Attention: Mr. Andrew Janszky

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Fax: (212) 822-5317

Email: ajanszky@milbank.com

Section 5.4Entire Agreement. This Agreement, the Operating Projects SPAs, the Operating Projects SSA and Backlog Projects SSA, and any other agreements and documents executed in connection with the consummation of the transactions contemplated hereby and thereby, contain the entire agreement among the Parties with respect to the sale and purchase of the Project Company Shares or Project Assets, as applicable, and supersede all prior agreements, written or oral, with respect thereto. This Agreement will be immediately terminated in case of termination of the Operating Projects SPAs, the Other SPA or the Operating Projects SSA or the Backlog Projects SSA.

Section 5.5Waivers and Amendments. This Agreement may be amended, modified or supplemented and the terms hereof may be waived, only by a written instrument signed by Renova and EMYC or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable Law.

Section 5.6Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflict of laws rules thereof that might indicate the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law).

Section 5.7Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. This Agreement is not assignable by any Party without the prior written consent of the other Party; provided, however, that EMYC may assign, delegate or otherwise transfer this Agreement, the Options, the Right of First Refusal, and any of its rights, interests or obligations hereunder without the prior approval of Renova to (i) TerraForm Power Inc. or (ii) an Affiliate of EMYC that is a YieldCo focused on Brazil, provided, further, that EMYC provides written notice to Renova following any such assignment, delegation or transfer.

Section 5.8Articles and Sections. All references herein to Articles and Sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. The Article and Section headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 5.9Interpretation. The Parties acknowledge and agree that (a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement

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and (c) the terms and provisions of this Agreement shall be construed fairly as to all Parties, regardless of which Party was generally responsible for the preparation of this Agreement.

Section 5.10Severability of Provisions. If any provision or any portion of any provision of this Agreement shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement shall not be affected thereby. If the application of any provision or any portion of any provision of this Agreement to any Person or circumstance shall be held invalid or unenforceable, the application of such provision or portion of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby.

Section 5.11Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the Parties hereto.

Section 5.12No Personal Liability. This Agreement (and each agreement, certificate and instrument delivered pursuant hereto) shall not create or be deemed to create or permit any personal liability or obligation on the part of any officer, director, employee, agent, representative or investor of any Party.

Section 5.13No Third Party Beneficiaries. No provision of this Agreement, express or implied, is intended to, or shall, confer any Third Party beneficiary or other rights or remedies upon any Person other than the Parties.

Section 5.14Antitrust Approvals.

(a)Each Party undertakes to make or caused to be made all applicable filings for itself and its Affiliates with the Antitrust Authorities, pursuant to applicable Antitrust Laws, with respect to the Transactions, and to promptly file any supplemental materials required or requested, and shall comply in all material respects with any applicable requirements of the applicable Antitrust Authorities and applicable Antitrust Laws. Each Party shall cooperate with the other in submitting such filings, including providing, as promptly as practicable upon written request, any specific information concerning itself, its Affiliates, the Project Companies and the Projects, as applicable, required in connection with such filing.

(b)The filing fee associated with such filings shall be borne equally by EMYC and Renova.

Section 5.15Term. This Agreement shall be effective as of the date hereof and shall automatically terminate on December 31, 2016 (the “Term”) (except for specific provisions that provide for a term beyond such date), unless the term hereof is extended upon mutual agreement of the Parties.

Section 5.16Delivery by Facsimile or PDF. This Agreement and any amendments thereto, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (PDF), shall be treated in all manner and respects as an

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original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

RENOVA:

Renova Energia S.A.

By:                                           
Name  Ricardo de Lima Assaf
Title:    General Counsel

EMYC:

TerraForm Global, Inc.

By:                                           
Name  Rik Gadhia
Title:   Vice President

[Signature Page to Option Agreement for Development Assets and Development Project Companies]

EX-99.6

EXHIBIT 6

TERRAFORM GLOBAL, INC.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 18, 2015 (the “Effective Time”), among Renova Energia S.A., a sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”) and TerraForm Global, Inc., a Delaware corporation (the “Company”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.

WHEREAS, in connection with the issuance of the shares of the Company’s common stock, par value $0.01, (the “Common Stock”) pursuant to the Securities Swap Agreement (as defined below) and Phase II Agreement (as defined below) and certain transactions related thereto, the Company has agreed to grant to the Holder certain rights with respect to the registration of the Registrable Securities (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1.Definitions. The following terms shall have the meanings set forth below.

“Affiliate” of any Person means any other Person directly or indirectly controlled by, controlling or under common control with such Person. As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities, by contract or otherwise).

“Agreement” has the meaning set forth in the recitals.

“Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred) and (ii) with respect to any Person that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution of assets of, the issuing Person, including in each case any and all warrants, rights (including conversion and exchange rights) and options to purchase any of the foregoing.

“Common Stock” has the meaning set forth in the recitals.

“Company” has the meaning set forth in the preamble.

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“Effective Time” has the meaning set forth in the preamble.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“End of Suspension Notice” has the meaning set forth in Section 3(f).

“FINRA” means the Financial Industry Regulatory Authority.

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405.

“Holdback Extension” has the meaning set forth in Section 4(b).

“Holdback Period” has the meaning set forth in Section 4(a).

“Holder” means Renova and its successors and permitted assignees party hereto.

“Indemnified Parties” has the meaning set forth in Section 7(a).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Phase II Agreement” means that certain Securities Swap Agreement, dated as of July [⦁], 2015, by and among TerraForm Global, LLC, SunEdison, Inc., Company, and Renova.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Public Offering” means any sale or distribution to the public of Common Stock of the Company by each of the Company, the Holder, their respective designees or another holder of securities of the Company pursuant to an offering validly registered under the Securities Act.

“Registrable Securities” means any Common Stock issued pursuant to the Securities Contribution Agreement, together with any Capital Stock of the Company or any Subsidiary issued or issuable with respect thereto (following the actual issuance of such securities). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) they have been sold or distributed pursuant to a Public Offering or otherwise pursuant to an effective registration statement, (b) they have been sold under circumstances in which all the applicable conditions of Rule 144 are met or may be sold under Rule 144(b)(1)(i) without limitation under any of the requirements of Rule 144 or (c) they have been repurchased by the Company or a Subsidiary of the Company. For purposes of this Agreement, a Person shall be deemed to be a Holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a Holder of Registrable Securities hereunder; provided that a Holder of

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Registrable Securities may only request that Registrable Securities in the form of Capital Stock of the Company registered or to be registered as a class under Section 12 of the Exchange Act be registered pursuant to this Agreement.

“Registration Expenses” has the meaning set forth in Section 6(a).

“Renova” has the meaning set forth in the preamble.

“Rule 144,” “Rule 405” and “Rule 415” means, in each case, such rule as promulgated under the Securities Act (or any successor provision) by the Securities and Exchange Commission, as the same shall be amended from time to time, or any successor rule then in force.

“Sale Transaction” has the meaning set forth in Section 4(a).

“Securities” has the meaning set forth in Section 4(a).

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“Securities Swap Agreement” means that certain Securities Swap Agreement, dated as of July [⦁], 2015, by and among TerraForm Global, LLC, SunEdison, Inc., Company, and Renova.

“Shelf Registration Statement” means a “shelf” registration statement filed under the Securities Act on Form S-3 providing for the registration of, and the sale on a continuous or delayed basis by the Holder of all of the Registrable Securities pursuant to Rule 415 and/or any similar rule that may be adopted by the Securities and Exchange Commission, filed by the Company pursuant to Section 2 of this Agreement, including the prospectus contained therein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“Subsidiary” means, with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

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“Suspension Event” has the meaning set forth in Section 3(f).

“Suspension Notice” has the meaning set forth in Section 3(f).

“Suspension Period” has the meaning set forth in Section 3(f).

“WKSI” means a “well known seasoned issuer” as defined under Rule 405.

Section 2.Shelf Registration.

(a)S-3 Qualification. From and after the Effective Time, the Company shall use its reasonable best efforts to qualify and remain qualified to register any Public Offering pursuant to a Registration Statement on Form S-3 or any successor form thereto.

(b)Registration. Subject to the terms and conditions of this Agreement, the Company shall file a Shelf Registration Statement relating to the offer and sale by the Holders from time to time of the Registrable Securities by the Holders in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, if the Shelf Registration Statement is not an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Company shall cause such Shelf Registration Statement to be declared effective by the Securities and Exchange Commission; provided that the Company shall use its reasonable best efforts to have the Shelf Registration Statement declared effective as soon as reasonably practicable.

(c)Effectiveness. The Company shall use reasonable best efforts to keep the Shelf Registration Statement effective until the date as of which there are no longer any Registrable Securities. In the event that the Shelf Registration Statement ceases to be effective for any reason at any time (other than because all Registrable Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof or file a subsequent Shelf Registration Statement covering all of the securities that, as of the date of such filing or designation, are Registrable Securities. If such a subsequent Shelf Registration Statement is filed (and is not already effective) the Company shall use its reasonable best efforts to cause the subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such subsequent Shelf Registration Statement continuously effective until the date as of which there are no longer any Registrable Securities.

(d)Non-underwritten Offerings; Underwritten Offerings. If a Shelf Registration Statement is then effective, a Holder may sell Registrable Securities available for sale by it pursuant to such Shelf Registration Statement, and the Company shall pay all Registration Expenses in connection therewith. For the avoidance of doubt, nothing set forth herein shall give the Holder or its successors or permitted assigns any rights with respect to obligating the Company or its Affiliates to engage in an underwritten public offering.

Section 3.Piggyback Registrations.

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(a)Right to Piggyback. Whenever the Company proposes to (i) register an offering of any of its securities under the Securities Act (other than (x) in connection with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange Commission or any successor or similar forms, or (y) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), and the registration form to be used may be used for the registration of an offering of Registrable Securities or (ii) undertake a registered offering of its securities under the Securities Act and the offering of Registrable Securities may be included pursuant to an effective registration statement (a “Piggyback Registration”), the Company shall give prompt written notice (in any event within three Business Days after its receipt of notice of any exercise of demand registration rights by holders of the Company’s Capital Stock, if applicable) and, subject to the terms of Section 3(c), shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein from a Holder within 15 days after delivery of the Company’s notice.

(b)Piggyback Expenses. The Registration Expenses of a Holder shall be paid by the Company in all Piggyback Registrations, whether or not any such registration became effective.

(c)Priority on Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters advise the Company in writing that in their reasonable and good faith opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, in respect of underwriters’ cutbacks (i) any securities requested to be included by a Holder in a Piggyback Registration shall be pari passu to any securities requested to be included in a Piggyback Registration pursuant to “piggy back” registration rights of the other holders of the Company’s securities (the “Piggyback Registration Rights”) and (ii) any Piggyback Registration Rights shall be subordinate to (A) any securities the Company proposes to sell in the underwritten registration and (B) any securities proposed to be included in such underwritten registration pursuant to agreements with the Company by Persons exercising demand registration rights.

(d)Selection of Underwriters. If any Piggyback Registration is an underwritten offering, the Company (or any shareholder who may have the right to select the investment banker) shall have the right to select the investment banker(s) or manager(s) for the offering.

(e)Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 whether or not a Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6.

(f)Suspension Period.

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(i)The Company may suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (as defined below) and therefore suspend sales of Registrable Securities available for sale pursuant to such Shelf Registration Statement (such period, the “Suspension Period”) by providing written notice to each Holder if the Company’s board of directors determines in its reasonable good faith judgment that such suspension is in the best interests of the Company in connection with any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company. The Company may not utilize more than one Suspension Period in any 12-month period, except with the consent of the Holder.

(ii)In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (f)(i) above (a “Suspension Event”), the Company shall give a written notice to the Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice (but shall not contain any material non-public information concerning the Company) and that such suspension shall continue only for so long as the Suspension Event is continuing. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). Each Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Holder may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Holders’ counsel, if any, promptly following the conclusion of any Suspension Event; provided that the Company shall deliver the End of Suspension Notice within the Suspension Period.

Section 4.Holdback Agreements. Upon the request of the Company, the Holder shall enter into lock up agreements with the managing underwriters of an underwritten Public Offering in such form as agreed to by the Company (in the case of a primary offering) or holders of a majority of the shares of Common Stock included in such underwritten Public Offering (regardless of whether any Registrable Securities are included in such underwritten Public Offering); provided that, subject to Section 4(b), the duration of any such lock up agreement shall not exceed 60 days unless agreed to by such Holder; provided, further, that if the managing underwriters of the underwritten Public Offering waive the 60-day period or any other lock-up period, such waiver shall apply to Renova and the Company shall promptly notify Renova in writing of such waiver. In the absence of any such lock up agreement, the Holder agrees as follows:

(a)in connection with any underwritten Public Offering, such Holder shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to

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Rule 144), directly or indirectly, any Capital Stock of the Company or its Subsidiaries (including Capital Stock of the Company or its Subsidiaries that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Securities, whether such transaction is to be settled by delivery of such Securities, in cash or otherwise, (iv) exercise any rights to demand registration of any of the Company’s securities (each of (i), (ii), (iii) and (iv) above, a “Sale Transaction”), or (v) publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives written notice to the Holder that a preliminary or final prospectus for such Public Offering has been circulated or the “pricing” of such offering and continuing to the date that is [60] days following the date of the final prospectus for such Public Offering (the “Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the Public Offering otherwise agree in writing; and

(b)in the event that (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”).

(c)The Company may impose stop-transfer instructions with respect to the shares of Common Stock subject to the restrictions set forth in this Section 4 until the end of such period, including any Holdback Extension.

Section 5.Registration Procedures.

(a)In connection with any registration contemplated hereunder, the Company shall as expeditiously as possible:

(i)notify the Holder of Registrable Securities of (A) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any registration or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel or any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (C) the effectiveness of each registration statement filed hereunder;

(ii)prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been

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disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof forth in such registration statement;

(iii)furnish to the seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(iv)use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the seller reasonably requests and do any and all other acts and things which may be necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);

(v)notify the seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(vi)use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange;

(vii)not later than five (5) Business Days (three (3) Business Days in the case of amendments) prior to the filing of the registration statement, and the prospectus used in connection therewith or any amendments thereto, make available for inspection by the seller of Registrable Securities a draft of such registration statement, prospectus or amendment in order to permit such holder to comment thereon prior to the filing thereof (such comments to be

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reasonably considered in good faith by the Company) and, in furtherance of the foregoing, cause the Company’s officers, directors, employees, agents, representatives and independent accountants to (A) respond to questions raised by such seller and (B) supply information reasonably requested by such seller, in each case in connection with such registration statement, prospectus or amendment. Such seller shall keep any of the information contained in the draft registration statement, prospectus or amendment provided in accordance with this Section 5(a)(vii) confidential unless (x) the disclosure of such information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such information is ordered pursuant to a subpoena or other order from a court or other governmental agency of competent jurisdiction or (z) such information has been made generally available to the public (including as a result of the filing of the registration statement, prospectus or amendment);

(viii)take all actions necessary to ensure that any Free-Writing Prospectus utilized in connection with any Piggyback Registration hereunder complies with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ix)otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission;

(x)in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, use reasonable best efforts to promptly obtain the withdrawal of such order;

(xi)cooperate with the Holder of Registrable Securities covered by the registration statement, and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holder may request;

(xii)cooperate with the Holder of Registrable Securities covered by the registration statement, and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsels in connection with any filings required to be made with FINRA; and

(xiii)if an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, file a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 (or as soon as reasonably

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practicable after the Company qualifies to file the Shelf Registration Statement on Form S-3), and keep such registration statement effective during the period during which such registration is required to be kept effective in accordance with Section 2(c). For the avoidance of doubt, under no circumstances shall the Company be obligated to file a Shelf Registration Statement other than on Form S-3 pursuant to this Agreement.

(b)The Company may require the seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

Section 6.Registration Expenses.

(a)Payment Obligations. All expenses incident to the Company’s performance of or compliance with this Agreement (including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and other Persons retained by the Company) (all such expenses being herein called “Registration Expenses”), shall be borne by the Company as provided in this Agreement. Each Person that sells securities in a Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s account.

(b)Counsel Fees and Disbursements. In connection with each Piggyback Registration hereunder, the Holder shall bear its own expenses (which shall not include Registration Expenses) including any fees or disbursements of counsel to the Holder relating thereto.

Section 7.Indemnification and Contribution.

(a)By the Company. The Company shall indemnify and hold harmless the Holder, the Holder’s officers, directors, managers, employees, agents and representatives, and each Person who controls the Holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus or preliminary prospectus, Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities

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laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses, damages, liabilities or expenses. Notwithstanding the foregoing, the Company shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus, or such Free Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein; provided that the Company hereby agrees that such information shall be the Indemnified Party’s ownership of its Registrable Securities to be sold in the offering and the Indemnified Party’s intended method of distribution in the offering.

(b)By the Holder. In connection with any registration statement in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by the Holder; provided that the obligation to indemnify shall be limited to the net amount of proceeds received by the Holder from the sale of Registrable Securities pursuant to such registration statement.

(c)Claim Procedure. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent such failure has materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the control and defense of such claim, at its own cost, with counsel reasonably satisfactory to the indemnified party; provided, however, that the indemnifying party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of) and the indemnified party shall be entitled to have control over, at the indemnifying party’s sole expense, the control and defense of any third party claim (A) if the indemnifying party shall have failed to acknowledge its indemnification obligations hereunder, (B) if the indemnifying party fails to actively assume the control and defense in a timely manner, (C) if the indemnified party, based on advice of counsel to the indemnified party, shall have concluded that there are defenses available to the indemnified party that are different from or additional to those available to the indemnifying party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the

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indemnified party without such indemnifying party’s consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the control and defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel, in addition to any local counsel, for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, in addition to any local counsel, chosen by the Holder if such Holder is an indemnified party, at the expense of the indemnifying party.

(d)Contribution. If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to, or is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 7(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)Release. No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a complete release from all liability in respect to such claim or litigation.

(f)Non-exclusive Remedy; Survival. The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive

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the transfer of Registrable Securities and the termination or expiration of this Agreement and remain in full force and effect until the date that is 60 days after the date on which the applicable legal statute of limitation periods ends.

Section 8.Underwritten Offerings.

(a)Participation. Notwithstanding anything herein to the contrary, the Holder may not participate in any underwritten offering unless the Holder (i) agrees to sell the Holder’s securities on the basis provided in the applicable underwriting arrangements for such underwritten offering (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that the Holder shall not be required to sell more than the number of Registrable Securities such Holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. The Holder shall execute and deliver such other agreements as may be reasonably requested by the Company and the managing underwriter(s) that are consistent with such Holder’s obligations under Section 4 and this Section 8(a) or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8(a), the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the Holder, the Company and the underwriters created pursuant to this Section 8(a). Notwithstanding the foregoing, the Holder shall not be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Holder, such Holder’s ownership of its Registrable Securities to be sold in such offering and such and such Holder’s intended method of distribution in such offering) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7.

(b)Suspended Distributions. Each Person that is participating in any registration under this Agreement, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(a)(v), shall immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 5(a)(v).

Section 9.Transfer of Registrable Securities.

(a)Restrictions on Transfers. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Company, (ii) a Public Offering, (iii) a sale pursuant to Rule 144 or (iv) a transfer in connection with a sale of the Company, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Company a joinder, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms of this Agreement.

(b)Legend. Each certificate evidencing any Registrable Securities and each certificate issued in exchange for or upon the transfer of any Registrable Securities (unless such

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Registrable Securities would no longer be Registrable Securities after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF [●], 2015, AND AS AMENDED FROM TIME TO TIME, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OTHER PARTIES THERETO. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

The Company shall imprint such legend on certificates evidencing Registrable Securities outstanding prior to the date hereof, and shall imprint such legend on certificates evidencing the Common Stock. The legend set forth above shall be removed from the certificates evidencing any securities that have ceased to be Registrable Securities. Any request by the Holder to the Company to remove restrictive legends from any Registrable Securities shall be subject to the Holder’s delivery of documentation to the Company or its transfer agent deemed reasonably necessary by the Company for the removal of such restrictive legends.

Section 10.General Provisions.

(a)Preservation of Rights. Nothing in this Agreement shall prevent the Company from granting any registration rights to third parties regardless of whether such rights are more favorable than the rights granted hereunder, including, without limitation, with respect to inclusion for registration in underwritten offerings that are subject to underwriters’ cutbacks; provided, however, that the Company shall not enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates the rights expressly granted to the Holder in this Agreement.

(b)Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and the Holder. The failure or delay of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement.

(c)Remedies. The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from

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any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(d)Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under applicable law or regulation, such prohibition, invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein.

(e)Entire Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(f)Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns. Neither this Agreement nor any rights which may accrue to the Holder may be transferred or assigned by the Holder without the prior written consent of the Company; provided, however, that an assignment by the Holder to an Affiliate thereof in connection with the transfer of all or a portion of the Registrable Securities shall require notice of such transfer and assignment to the Company but not consent. Any purported assignment not permitted by this Section 10(f) shall be null and void.

(g)Notices. Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three Business Days after it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the Company at the address specified below and to the Holder or to any other party subject to this Agreement at such address specified below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any party may change such party’s address for receipt of notice by giving prior written notice of the change to the sending party as provided herein. The Company’s and the Holder’s addresses are:

(i) if to the Company, to:

TerraForm Global, Inc.

7550 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Mr. Rik Gadhia

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Telephone: (240) 762-7700

Fax: (240) 762-7900

Email: rgadhia@sunedison.com

With a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

Attention: Mr. Zachary N. Wittenberg

Telephone: (212) 872-1081

Fax: (212) 872-1002

Email: zwittenberg@akingump.com

(ii) if to the Holder, to:

Renova Energia S.A.

Av. Roque Petroni Junior, 999 – 4 andar

São Paulo, SP, Brasil

CEP: 04707-910

Attention: Mr. Ricardo de Lima Assaf

Telephone:

Email: assaf@renovaenergia.com.br

With a copy (which shall not constitute notice) to:

Milbank, Tweed, Hadley & McCloy LLP

28 Liberty Street

New York, NY 10005-1413

U.S.A.

Attention: Mr. Andrew Janszky

Fax: (212) 822-5317

Email: ajanszky@milbank.com

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

(h)Business Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.

(i)Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or

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conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(j)MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(k)CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT, INSTRUMENT OR DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT, INSTRUMENT OR DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(l)Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation, and shall be deemed to be followed by the words “without limitation”.

(m)No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

(n)Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

(o)Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or

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contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

(p)Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Holder shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

HOLDER:

Renova Energia, S.A.

By: _____________________________

Name:

Title:

COMPANY:

TERRAFORM GLOBAL, Inc.

By: _____________________________

Name:

Title:

[Signature Page to Registration Rights Agreement]