EX-10.1



 Exhibit 10.1 

AMENDED AND RESTATED VOTING AGREEMENT 

This AMENDED AND RESTATED VOTING AGREEMENT is dated as of December 9, 2015 (this “Agreement”), and is among 313
Acquisition LLC, a Delaware limited liability company (“Stockholder”), SunEdison, Inc., a Delaware corporation (“Parent”), and SEV Merger Sub Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Parent (“Merger Sub”). 
 RECITALS 

A. On July 20, 2015, the Stockholder, Parent and Merger Sub entered into the Voting Agreement (the “Original Voting
Agreement”). 
 B. Concurrently with the execution of this Agreement, Parent, Merger Sub and Vivint Solar, Inc.,
a Delaware corporation (the “Company”), are entering into the Amendment (the “Amendment”), dated as of the date hereof, to the Agreement and Plan of Merger, dated as July 20, 2015 (as amended, and
as it may be further amended, supplemented, restated or otherwise modified from time to time, the “Amended Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the
“Merger”) and each outstanding share of Company Common Stock (other than Excluded Shares and Dissenting Stockholder Shares) will be converted into the right to receive the Merger Consideration specified therein. 

C. As of the date hereof, Stockholder is the record and beneficial owner of 82,359,374 shares of Company Common Stock (the
“Existing Shares” and, collectively with any shares of Company Common Stock or any other voting securities of the Company or any securities convertible or exercisable into or exchangeable for any Company Common Stock or any
other voting securities of the Company subsequently acquired or otherwise beneficially owned, whether pursuant to purchase or otherwise, and including any shares of Company Common Stock or such other securities that Stockholder has the right to vote
or share in the voting of, the “Covered Shares”). 
 D. In furtherance of the Amendment, the parties
hereto desire to amend and restate the Original Voting Agreement in its entirety.  
 NOW THEREFORE, in consideration of the
foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereby agree that the Original Voting Agreement is hereby amended and restated in its entirety as
follows:  
 ARTICLE I 

DEFINED TERMS 
 1.1
Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Amended Merger Agreement. 







 1.2 Other Definitions. For purposes of this Agreement: 

(a) “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such first Person. 
 (b) “beneficial ownership”
by a Person of any securities means ownership, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, where such Person has or shares with another Person (i) voting power which includes the power to
vote, or to direct the voting of, such security and/or (ii) investment power which includes the power to dispose, or to direct the disposition of, such security; and shall otherwise be interpreted in accordance with the term “beneficial
ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act; provided, that for purposes of determining beneficial ownership, a Person shall be deemed to be the beneficial owner of any securities which may be acquired
by such Person pursuant to any Contract, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable
immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). The terms “beneficial owner,”
“beneficially own,” “beneficially owned” and similar terms shall have a correlative meaning. 

(c) “control” means (i) the beneficial ownership of more than fifty percent (50%) of the voting power of a
Person, by contract or otherwise, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee
or executor, or otherwise. 
 (d) “DGCL” means the Delaware General Corporation Law. 

(e) “LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of 313 Acquisition LLC, dated
as of November 16, 2012, as amended, supplemented, restated or otherwise modified from time to time. 
 (f)
“Permitted Transfer” means a Transfer of Covered Shares by Stockholder to any Affiliate of Stockholder (it being agreed that for purposes of the definition of “Permitted Transfer” the term “control” (for
purposes of determining “Affiliate” status) shall be limited to clause (i) of the definition of “control”) if the transferee of such Covered Shares evidences in a writing reasonably satisfactory to Parent such
transferee’s agreement to be bound by and subject to the terms and provisions hereof and to make the representations and warranties set forth herein to the same effect as Stockholder and to transfer to Stockholder or one of its Affiliates such
Covered Shares promptly upon such transferee ceasing to be an Affiliate of Stockholder.  
 (g) “Permitted
Transferee” means an Affiliate of Stockholder to which Covered Shares are Transferred pursuant to a Permitted Transfer. 

  
 2 








 (h) “Person” means an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated organization or other entity or a Governmental Authority. 

(i) “Restricted Period” means the period from and including the date of this Agreement through and including the date
on which this Agreement is terminated in accordance with Section 5.1. 
 (j) “Transfer” means, directly
or indirectly (including a Transfer of control of the Person that owns a majority of the voting securities of Stockholder as of the date hereof), to sell, transfer, tender, assign, pledge, hypothecate, encumber or dispose of, or to enter into any
Contract, option or other arrangement or understanding with respect to any of the foregoing, or a sale, transfer, tender, assignment, pledge, hypothecation, encumbrance or disposition, including by sale, merger, consolidation, liquidation,
dissolution, dividend, distribution, operation of law, Contract or otherwise (it being understood that no Transfer shall be deemed to be made by Stockholder as a result of transfers of limited liability company interests in Stockholder unless any
such Transfer, individually or together with all other Transfers, results in a direct or indirect transfer of control of Stockholder). 

ARTICLE II 
 VOTING

 2.1 Agreement to Deliver Written Consent or to Vote. The parties hereby agree that, during the Restricted Period,
Stockholder shall be able to, at its option and with the prior consent of the Company, deliver the Written Consent (as defined in the Amended Merger Agreement) to the Company on the following terms and conditions: 

 

	 	a)	If, subject to the following sentence, Stockholder elects to deliver the Written Consent, such Written Consent must be in a form reasonably acceptable to the Company and Parent. Notwithstanding anything to the contrary,
in the event that the Company has not exercised its option pursuant to Section 2.01(b)(ii) of the Amended Merger Agreement, Stockholder shall not be permitted to deliver the Written Consent. 


 

	 	b)	 In the event that the Company Stockholders’ Meeting is required to be held pursuant to Section 5.01 of the Amended Merger Agreement, then at
the Company Stockholders’ Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, Stockholder shall, to the fullest extent that the Covered Shares are entitled to
vote thereon, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, (a) appear at each such meeting or otherwise cause the Covered Shares beneficially owned by Stockholder as of
the applicable record date to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all of the Covered Shares over which Stockholder has voting power as of the applicable
record date (i) in favor of the adoption of the Merger Agreement and any other actions related thereto submitted to a stockholder vote pursuant to the Merger Agreement or in furtherance of the Merger and (ii) against




  
 3 









	 	
any action or omission that would reasonably be expected to result in a material breach of or failure to perform any representation, warranty, covenant or agreement of the Company under the
Merger Agreement or that would result in any of the conditions set forth in Article VI of the Merger Agreement not being satisfied or not being capable of being satisfied or (C) any action that would prevent or materially delay or would
reasonably be expected to prevent or materially delay, the consummation of the Merger; provided that the Stockholder may vote in favor of any Company Takeover Proposal that is recommended by the Board of Directors of the Company in accordance with
the terms of the Amended Merger Agreement, which Company Takeover Proposal did not result from a breach of Section 4.3 of the Amended Merger Agreement. 


2.2 No Inconsistent Agreements. Stockholder hereby represents, warrants, covenants and agrees that, except for this
Agreement and the Original Voting Agreement, Stockholder (a) has not entered into, and shall not enter into at any time during the Restricted Period, any voting agreement, voting trust or similar Contract, arrangement or understanding with
respect to any Covered Shares, and (b) has not granted, and shall not grant at any time during the Restricted Period, a proxy, consent, power of attorney or similar Contract, arrangement or understanding with respect to any Covered Shares, with
any such prohibited proxy, power-of-attorney or authorization purported to be granted by Stockholder being void ab initio. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

3.1 Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent as follows: 

(a) Organization and Qualification. Stockholder is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization. 
 (b) Authorization; Validity of Agreement; Necessary Action. Stockholder has the
requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Stockholder of this Agreement and the performance by it
of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by Stockholder, and no other actions or proceedings on the part of Stockholder or any stockholder or equity holder
thereof or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement. This
Agreement has been duly executed and delivered by Stockholder and, assuming this Agreement is duly executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of Stockholder, enforceable against it in
accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and general equitable principles. 

  
 4 








 (c) Ownership. The Existing Shares are, and all of the Covered Shares will be,
through the last day of the Restricted Period, owned beneficially and of record by Stockholder (except to the extent any such Covered Shares are Transferred after the date hereof pursuant to a Permitted Transfer, in which case they will be owned
beneficially and of record by Stockholder and its Permitted Transferees). Stockholder has good and marketable title to the Existing Shares, free and clear of any Liens other than those imposed by applicable U.S. federal and state securities laws.
Stockholder and its Permitted Transferees have and through the last day of the Restricted Period will have good and marketable title to all the Covered Shares, free and clear of any Liens other than those imposed by applicable U.S. federal and state
securities laws. As of the date hereof, the Existing Shares constitute all of the shares of capital stock of the Company beneficially owned or owned of record by Stockholder. 

(d) No Violation. The execution and delivery of this Agreement by Stockholder does not, and the performance by Stockholder of its
obligations under this Agreement will not, (i) conflict with, violate or result in a breach of or constitute a default under (or an event that with notice or lapse of time or both would become a breach or default) the LLC Agreement and any
other organizational or governing documents of Stockholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Authority applicable to Stockholder or by which any of its assets or properties is bound, or
(iii) conflict with, violate, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, or result in the creation of any Lien on the properties or assets of Stockholder pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of its assets or properties is bound, except for any of the
foregoing as could not reasonably be expected, either individually or in the aggregate, to impair the ability of Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. 

(e) No Consent. The execution and delivery of this Agreement by Stockholder does not, and the performance by it of its
obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement will not, require Stockholder to obtain any consent, approval, authorization or permit of any Governmental Authority. 

3.2 Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby represents and warrants (as to
itself) to Stockholder as follows: 
 (a) Organization and Qualification. It is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization. 
 (b) Authorization; Validity of Agreement; Necessary
Action. It has the requisite capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by it
and, assuming this Agreement is duly executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforcement may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and general equitable principles. 

  
 5 








 (c) No Violation. The execution and delivery of this Agreement by it does not, and
the performance by it of it obligations under this Agreement will not, (i) conflict with, violate or result in a breach of or constitute a default under any of its organizational or governing documents, (ii) conflict with or violate any
law, ordinance or regulation of any Governmental Authority applicable to it or by which any of its assets or properties is bound, or (iii) conflict with, violate, result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on its properties or assets pursuant to, any Contract to
which it is a party or by which it or any of its assets or properties is bound, except for any of the foregoing as could not reasonably be expected, either individually or in the aggregate, to impair its ability to perform its obligations hereunder
or to consummate the transactions contemplated hereby on a timely basis.  
 (d) No Consent. The execution and delivery
of this Agreement by it does not, and the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement will not, require it to obtain any consent, approval, authorization or
permit of any Governmental Authority. 
 ARTICLE IV 

OTHER COVENANTS 
 4.1
Prohibition on Transfers, Other Actions. Stockholder hereby represents, warrants, covenants and agrees not to, during the Restricted Period, directly or indirectly, in one or a series of related transactions: (i) Transfer or offer,
agree, commit or consent to Transfer any of the Covered Shares or any right, title or interest (including voting, economic or otherwise) therein, unless such Transfer is a Permitted Transfer; (ii) enter into any Contract, arrangement or
understanding with any Person, or take any other action or omit to take any action, that violates or conflicts with (or could reasonably be expected to conflict with or violate) Stockholder’s covenants and obligations under this Agreement; or
(iii) take any action or omit to take any action that would restrict (or could reasonably be expected to restrict) Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement
or make any of its representations or warranties contained in this Agreement untrue or incorrect, nor has Stockholder done any of the foregoing. Stockholder agrees that it shall not seek to indirectly accomplish anything which it is not permitted to
accomplish directly under this Agreement. Any action, omission or attempted circumvention in violation of this Section 4.1 will be void ab initio and be deemed a breach of this Agreement. If any involuntary Transfer of any of the
Covered Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions,
liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. 

  
 6 








 4.2 Stock Dividends and Related Matters. In the event of a stock split, stock
dividend or distribution, or any change in the Company Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Existing Shares” and
“Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are
received in any such transaction. 
 4.3 Certain Actions. Stockholder hereby agrees not to commence or join in, and to take all
actions necessary to opt out of any class in any class action with respect to, any Transaction Litigation, including any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the
Amended Merger Agreement, (ii) alleging a breach of any fiduciary duty of the Company or the Company Board or its members in connection with the Amended Merger Agreement or the transactions contemplated hereby or thereby or (iii) seeking
to exercise any statutory rights (including under Section 262 of the DCGL) to demand appraisal of any Covered Shares that may arise in connection with the Merger or the Amended Merger Agreement. For the avoidance of doubt, Stockholder hereby
irrevocably and unconditionally waives, and agrees not to exercise, assert or perfect, any rights of dissent and appraisal under Section 262 of the DGCL to the extent Stockholder is entitled to such rights under such Section 262. 

4.4 No Effect on Directors and Officers. Notwithstanding anything to the contrary in this Agreement, any of Stockholder’s
Affiliates or Representatives that serve on the Company Board or as an officer of the Company may take any actions in their capacities as such to the extent the Company Board is permitted to take such actions under Section 4.03 of the Amended
Merger Agreement, and shall not be prevented from otherwise exercising his or her duties, obligations or rights (including, without limitation, any rights to indemnification or advancement of legal expenses) as a director or officer of the Company
or otherwise taking any action, in each case subject to the applicable provisions of the Merger Agreement, while acting in such capacity as a director or officer of the Company. 

ARTICLE V 

MISCELLANEOUS 
 5.1
Termination. This Agreement shall remain in effect until the earliest to occur of: (a) the Effective Time; (b) the termination of the Amended Merger Agreement in accordance with its terms; (c) a Company Change of
Recommendation with regard to Company Takeover Proposal or an Intervening Event that is made in the Post-Signing Period; (d) the making of any change, amendment or modification by any party to, or waiver by the Company of, any provision of the
Amended Merger Agreement that reduces or changes the form of consideration payable pursuant to the Amended Merger Agreement or that otherwise adversely affects Stockholder, in each case without the prior written consent of Stockholder; and
(e) the Termination Date; provided, that the provisions of this Article V shall survive any termination of this Agreement. 

5.2 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership
or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to Stockholder or a transferee in a Permitted Transfer, as
applicable, and Parent shall have no authority to direct Stockholder or such transferee in the voting or disposition of any of the Covered Shares, except as otherwise provided herein. 

  
 7 








 5.3 Notices. All notices, requests, claims, consents, demands and other
communications under this Agreement shall be in writing and shall be delivered either in person, by overnight courier, by registered or certified mail, or by facsimile transmission or electronic mail, and shall be deemed to have been duly given
(a) upon receipt, if delivered personally or by overnight courier, with overnight delivery and with acknowledgement of receipt requested, (b) three (3) Business Days after mailing, if mailed by registered or certified mail (postage
prepaid, return receipt requested) or (c) on the Business Day the transmission is made when transmitted by facsimile or electronic mail (provided, that the same is sent by overnight courier for delivery on the next succeeding Business
Day, with acknowledgement of receipt requested), to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 

 

	
	if to Parent or Merger Sub, to:
	
	SunEdison, Inc.
	13736 Riverport Drive, Suite 180
	Maryland Heights, Missouri
	Telecopy No.: (866) 773-0791
	Attention:       General Counsel
	
	with a copy (which shall not constitute notice) to:
	
	Kirkland & Ellis LLP
	601 Lexington Avenue
	New York, NY 10022
	Telecopy No.: (212) 446-4900
	Attention: George Stamas
	                Mark Director
	                Dan Michaels
	Email: gstamas@kirkland.com
	            mark.director@kirkland.com
	            daniel.michaels@kirkland.com



  
 8 








 
	
	if to Stockholder, to:
	
	313 Acquisition LLC
	4931 North 300 West
	Provo, Utah 84604
	Telecopy No.: (801) 377-4116
	Attention: Todd Pedersen; Alex Dunn
	
	with a copy (which shall not constitute notice) to:
	
	c/o The Blackstone Group
	345 Park Avenue
	New York, New York 10154
	Telecopy No.: (212) 583-5710
	Attention: Peter Wallace
	
	with a copy (which shall not constitute notice) to:
	
	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017-3954
	Telecopy No.: (212) 455-2502
	Attention: Wilson S. Neely
	Email: wneely@stblaw.com


 5.4 Interpretation. The words “hereof,” “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless otherwise specified.
Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. The headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement. This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers. It is the intention of the parties that this Agreement not be construed more
strictly with regard to one party than with regard to the other. 
 5.5 Counterparts. This Agreement may be executed by
facsimile or other image scan transmission and in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart. 

  
 9 








 5.6 Entire Agreement. This Agreement and, to the extent referenced herein, the
Amended Merger Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, embody the complete agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written and oral, that may have related to the subject matter hereof in any way. 

5.7 Governing Law; Consent to Jurisdiction. 

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflict of laws and matters related to the fiduciary obligations of the Company Board shall be governed by the laws of the State of Delaware. 

(b) Each of the parties (i) irrevocably submits itself to the exclusive jurisdiction of the Court of Chancery of the State of
Delaware or, to the extent such court does not have jurisdiction, the United States District Court of the District of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or
proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein, (ii) agrees that every such suit, action or proceeding shall be brought, heard and determined exclusively in such court, (iii) agrees
that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iv) agrees not to bring any suit, action or proceeding arising out of or relating to this Agreement or any of the
transactions contemplated herein in any other court, and (v) waives any defense of inconvenient forum to the maintenance of any suit, action or proceeding so brought. 

(c) Each of the parties agrees that service of any process, summons, notice or document in the manner set forth in
Section 5.3 shall be effective service of process for any action, suit or proceeding brought against it. 
 5.8 WAIVER OF
JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT,
MERGER SUB OR STOCKHOLDER UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.8. 

  
 10 








 5.9 Amendment; Waiver. This Agreement may not be amended except by an instrument in
writing signed by Parent, Merger Sub and Stockholder. Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the other party. 

5.10 Remedies. 

(a) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in the event of any breach or threatened breach by any other party of any covenant or
obligation contained in this Agreement, the non-breaching party shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of
this Agreement, without the necessity of securing or posting bonds or similar undertakings in connection therewith, this being in addition to any other remedy which may be available to such non-breaching party at law or in equity, including monetary
damages. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) the other party has an adequate remedy at law or (b) an award of specific
performance is not an appropriate remedy for any reason at law or in equity. Notwithstanding anything in this Agreement to the contrary, such remedies as provided herein shall be the exclusive remedies of the parties hereto, and each party hereto
waives all other remedies, including monetary remedies, with respect to any breaches of the terms hereof.  
 (b) All rights,
powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the
simultaneous or later exercise of any other such right, power or remedy by such party. 
 5.11 Severability. If any term or
other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to
the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 

5.12 Successors and Assigns; Third Party Beneficiaries. Except in connection with a Permitted Transfer as provided herein,
neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part, by any party without the prior written consent of the other parties hereto. Subject to the foregoing, this
Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the
parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement; provided, each Non-Recourse Party shall be a third party beneficiary with respect to the
provisions of Section 5.15 and entitled to enforce the terms thereof. 

  
 11 








 5.13 Capacity as a Stockholder. Stockholder makes its agreements and understandings
herein solely in its capacity as the record holder and beneficial owner of the Covered Shares. 
 5.14 Fees and Expenses. Each
party hereto shall pay its own fees and expenses (including those of its counsel and other advisors) incurred in connection with this Agreement. 

5.15 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise
out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto (including, for the avoidance of doubt, any Permitted
Transferees) and no former, current or future equity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future stockholder, controlling person, director, officer,
employee, general or limited partner, member, manager, agent or Affiliate (other than Stockholder) of any of the foregoing, including the Company (each, unless a Permitted Transferee, a “Non-Recourse Party”) shall have any
liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any
representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any
claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. For the avoidance of doubt, nothing in this Section 5.15 shall be deemed to limit, restrict or otherwise affect in any way any rights
or remedies available under the Amended Merger Agreement. 
 5.16 Adjustments. In the event that the Company changes the number
of shares of Company Common Stock, or securities convertible or exchangeable into or exercisable for shares of Company Common Stock, as applicable, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split
(including a reverse stock split), stock dividend or distribution, subdivision, exchange or readjustment of shares, or other similar transaction, then the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to
and include such shares as well as all such stock dividends and distributions and any securities of the Company into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction. 

[The remainder of this page is intentionally left blank.] 

  
 12 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where applicable,
by their respective officers or other authorized Person thereunto duly authorized) as of the date first written above. 
  

			
	313 ACQUISITION LLC
		
	        By:	 	
		 	      /s/ Alex Dunn
		 	  

		 	Name: Alex Dunn
		 	Title: President


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 
			
	SUNEDISON, INC.
		
	By	 	
		 	      /s/ Ahmad Chatila
		 	  

		 	Name: Ahmad Chatila
		 	Title: President and Chief Executive Officer
	
	SEV MERGER SUB INC.
		
	By	 	
		 	      /s/ Brian Wuebbels
		 	  

		 	Name: Brian Wuebbels
		 	Title: Authorized Officer


 [SIGNATURE PAGE TO VOTING AGREEMENT]