Approximately 80 Renewable Energy Projects and Related Assets

Sale of Assets relating to certain Sale Leaseback Project Companies including approximately 80 renewable energy projects of SunEdison, Inc., consisting of (i) the Equity Interests in the Acquired Companies (set forth in Schedule 1.01(a)) on the attached PDF and (ii) the Assigned SREC Contracts). The Acquired Companies and their subsidiaries are lessees of approximately 80 of the Company’s projects (collectively, the “SLB Projects”) and are leased from a single tax equity investors (the “Lessor”) and have a total power generating capacity of approximately 77 megawatts. The SLB Projects are a combination of (i) rooftop solar projects and ground mount solar projects installed at private retail businesses and public and governmental facilities and (ii) utility-scale solar projects.

The SREC Contracts: The power generation capacity of the SLB Projects also gives rise to solar renewable energy certificates (“SRECs”). SRECs are tradable, state-specific certificates equivalent to 1 megawatt of electricity generated by a solar facility. In certain markets, regulated utilities must purchase and retire SRECs to meet their state-mandated renewable portfolio standards. The Sellers are party to (i) certain contracts to purchase SRECs from the Acquired Companies and (ii) separate contracts to sell such SRECs to affiliated or third-party buyers (such contracts, the “SREC Contracts”).

In a typical sale leaseback transaction, the Company sells a development project to an investor for a lump sum payment equal to the fair market value of the project and the investor leases the project assets back to the Company in exchange for scheduled lease payments. In addition, the Company may provide development and other services to the project (including to the lessor with respect to the transferred sale leaseback project), including, in certain cases, operation and maintenance and asset management services.

The Company commercial and industrial business unit primarily develops distributed generation community solar projects and sells the output of those projects under power purchase agreements to large commercial and industrial organizations, including, among others, retailers, municipalities, school districts, and housing authorities. There are multiple financing structures through which the Company, as solar developer, finances its commercial and industrial projects and its utility-scale projects, including through a sale leaseback structure.