EFTA01366439

Amendment #4 Page 10 of 868 .My Cgprnt Portfolio growth Cat! and ROFO nghts Nye believe we will be able to rapidly expand our initial porffolo as a result of the agnicanl project accassitcc call nghts and rights of first offer, or' RCFO rights:- that we have with our Sponsor and the protect acgwetron call rsghts and POFO rights we have and expect to acquire from lbSporty developers of clean paver generation assets Upon completes" of this offering, we will have call rights with respect to dentSed projects that have an aggregate capacity cf 5 8%1 MW We will enter eto a support agreement with our Sponsor irrmedately poor lo the completion of this offering. pursuant to which our Sponsor will agree to offer us addrtonal quarrying projects through the tan anniversary of tre completson of the offering that are protected to generate an aggregate of at least 51 4 bison of cash available for dolts:bon during their respectwe firsltwerve months d ccmmeicw opoiabws We expect that our Sponsor will continue to (sonde us with the opportunity to acquire additional qualifying protects after it has satisfied its minimum convntrnent aster the support agreement in order to maximee the vale of its equity ownership and incentive distributon nghts The support agreement with our Sponsor will also grant us ROFO nights with respect to additional clean energy projects that our Sponsor elects to sell or otnenvise transfer and that are located in air initial target markets or other emerging markets that we mutually agree upon We executed call rigs agreements with seven thisparty developers, pursuant to when we have the right to purchase. at at elecbon, a total of 43 solar wind and hydro-etectnc projects in China with an aggregate capecty oft 559 7 MW fa a specified period invdpartyacquistsons We also reload to raptly expand our protect portfolio ty acquiring renewable energy projects from 'red parties As below, our Sponsor and its cperatsrg subsidiary. TerraFcam Power, have a strong record of thin 0-party project and corporate acqusitions We expect thia or,,, moral pOrttOlia will inekide 1 1 GW of projects acquired fmm third IV rtes in nne acquistons We expect to continue to have sgruficant °epoch-nlees to acquire pecjecls from lhwd.parly deve:opers. enabling us to expand Our project portfolio through salutedens for the foreseeable future Our Sponsor Our U S -based Sponsor is the largest globally diversified developer of wind and soar energy protects in the world and has teen one of the top three developers and inslasers or solar energy fao It es in the world in each of the past two year. Lined on megawatts installed As of March 31. 2015. our Sponsor had a 7 5 i3W ppeline of 0evelopmentsstage solar and wird projects. including 1 7 GW in our into I and future target markets, and approxmately 4.9 GW of self-developed and tisrd-party developed sour and wind power generals assets under management Ox Sponsor has developed over 1300 solar and wsrd projects in 20 countries and has completed all of the projects on whet) it hos commenced construction. including over 140 projects ti our into] target markets Out SyJFILI has over 1.900 development aril opera, ens employees over 700 of when servsee cur Intel and future target markets We believe we are well positioned to capitalize on favorable market trends in the renewate power generaton segrrert due toots relatcosho with oil Sponsor, whch has an estabkshed presence in each of Our initial target mot ers. a strong asset development pipeline and acquist on track record signticart protect frnancing experience and asset management and operational expertise http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057967 CONFIDENTIAL SDNY_GM_00204151 EFTA01366439