SUNEDISON, INC. Contracts & Agreements

FIRST SUPPLEMENTAL INDENTURE (Filed With SEC on August 16, 2016)

SECOND SUPPLEMENTAL INDENTURE (Filed With SEC on August 16, 2016)

AMENDMENT NO. 5 TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (Filed With SEC on August 16, 2016)

AMENDMENT NO.3 TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (Filed With SEC on June 28, 2016)

AMENDMENT NO. 1 TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (Filed With SEC on May 24, 2016)

SunEdison, Inc. (Company) The GuarantorsNamed Herein (Guarantors) and Wilmington Trust, National Association (Trustee) 5% GuaranteedConvertible Senior Secured Notes due 2018... (Filed With SEC on January 13, 2016)

SECOND LIEN CREDIT AGREEMENT Dated as of January 11, 2016 among SUNEDISON, INC., as Borrower, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent DEUTSCHE BANK SECURITIES... (Filed With SEC on January 13, 2016)

INTERCREDITOR AGREEMENT Dated as of January 11, 2016 among WELLS FARGOBANK, NATIONAL ASSOCIATION, as First Lien Administrative Agent and WILMINGTON TRUST,NATIONAL ASSOCIATION, as... (Filed With SEC on January 13, 2016)

COLLATERAL TRUST AGREEMENT dated as of January 11, 2016 among SUNEDISON, INC., the Guarantors from time to time party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative... (Filed With SEC on January 13, 2016)

SECOND LIEN PLEDGE AND SECURITY AGREEMENT Dated as of January 11, 2016 between EACH OF THEGRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity... (Filed With SEC on January 13, 2016)

AMENDMENT NO. 9 TOCREDIT AGREEMENT (Filed With SEC on January 13, 2016)

PURCHASE ANDSALE AGREEMENT by and among SUNEDISON, INC., asSeller Parent, SUNE HAWAII SOLAR HOLDINGS, LLC, FIRST WIND SOLAR PORTFOLIO, LLC, FIRST WIND CALIFORNIA HOLDINGS, LLC and... (Filed With SEC on December 30, 2015)

PAYMENTAGREEMENT (Filed With SEC on December 30, 2015)

AMENDMENT TO THEAGREEMENT AND PLAN OF MERGER by and among SUNEDISON, INC., SEVMERGER SUB INC. AND VIVINT SOLAR, INC. Datedas of December 9, 2015 AMENDMENT TO THE AGREEMENT AND... (Filed With SEC on December 9, 2015)

AMENDED AND RESTATED PURCHASE AGREEMENT (Filed With SEC on December 9, 2015)

AMENDED AND RESTATED VOTING AGREEMENT (Filed With SEC on December 9, 2015)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on December 9, 2015)

SunEdison, Inc. 13736 RiverportDrive Maryland Heights, Missouri 63043 (Filed With SEC on December 9, 2015)

AMENDMENT NO. 6 TO CREDIT AGREEMENT (Filed With SEC on November 9, 2015)

AMENDMENT NO. 7 TO CREDIT AGREEMENT (Filed With SEC on November 9, 2015)

AMENDMENT NO. 8 TO CREDIT AGREEMENT (Filed With SEC on November 9, 2015)

_______________________________________________________________________ SECURITIES PURCHASE AGREEMENT by and between SUNEDISON, INC., as Buyer, and LIGHT ENERGIA S.A., as Seller... (Filed With SEC on November 9, 2015)

SunEdison, Inc. 650,000 Shares 6.75%Series A Perpetual Convertible Preferred Stock Par Value $.01 Per Share UNDERWRITING AGREEMENT (Filed With SEC on August 21, 2015)

[FORM OF FACE OF PERPETUAL CONVERTIBLE PREFERRED STOCK CERTIFICATE] [INCLUDE FOR GLOBAL PREFERRED SHARES] (Filed With SEC on August 21, 2015)

SETTLEMENT AND RELEASE AGREEMENT (Filed With SEC on August 6, 2015)

SunEdison, Inc. (Company) Wilmington Trust,National Association (Trustee) 2.625% Convertible Senior Notes due 2023 INDENTURE Dated as ofMay 20, 2015 (Filed With SEC on May 21, 2015)

SunEdison, Inc. (Company) Wilmington Trust,National Association (Trustee) 3.375% Convertible Senior Notes due 2025 INDENTURE Dated as ofMay 20, 2015 (Filed With SEC on May 21, 2015)

SunEdison, Inc. 2.625% Convertible Senior Notes due 2023 (Filed With SEC on May 21, 2015)

SunEdison, Inc. 3.375% Convertible Senior Notes due 2025 (Filed With SEC on May 21, 2015)

2015 Amendment to Employment Agreement (Filed With SEC on May 7, 2015)

Written Description of SunEdison, Inc. Cash Incentive Plan Covering Executive Officers (Filed With SEC on March 2, 2015)

Summary of Director Compensation (Filed With SEC on March 2, 2015)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on March 2, 2015)

AMENDMENT NO. 5 TO CREDIT AGREEMENT (Filed With SEC on March 2, 2015)

PURCHASE AND SALE AGREEMENT by and among SUNEDISON, INC., TERRAFORM POWER, LLC, TERRAFORM POWER, INC., FIRST WIND HOLDINGS, LLC, FIRST WIND CAPITAL, LLC, D. E. SHAW COMPOSITE... (Filed With SEC on February 3, 2015)

FIRSTAMENDMENT TO THE PURCHASE AND SALE AGREEMENT (Filed With SEC on February 3, 2015)

MARGIN LOAN AGREEMENT dated as of January 29, 2015 among SUNE ML 1, LLC, as Borrower, The Several Lenders from Time to Time Party Hereto, DEUTSCHE BANK AG, LONDON BRANCH, as... (Filed With SEC on February 3, 2015)

Seller Note, LLC (Company) SunEdison, Inc. (Guarantor) WilmingtonTrust, National Association (Trustee) and (Collateral Agent) 3.75% Guaranteed Exchangeable Senior Secured Notes... (Filed With SEC on February 3, 2015)

SunEdison, Inc. (Company) Wilmington Trust, National Association (Trustee) 2.375% ConvertibleSenior Notes due 2022 INDENTURE Dated as of January 27, 2015 (Filed With SEC on January 27, 2015)

Written Description of SunEdison, Inc. Cash Incentive Plan Covering Executive Officers (Filed With SEC on March 6, 2014)

Summary of Director Compensation (Filed With SEC on March 6, 2014)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on March 6, 2014)

SunEdison, Inc. (Company) Wilmington Trust, National Association (Trustee) 2.00% Convertible Senior Notes due 2018 INDENTURE Dated as of December 20, 2013 (Filed With SEC on March 6, 2014)

SunEdison, Inc. (Company) Wilmington Trust, National Association (Trustee) 2.75% Convertible Senior Notes due 2021 INDENTURE Dated as of December 20, 2013 (Filed With SEC on March 6, 2014)

SunEdison, Inc. $500,000,000 2.00% Convertible Senior Notes due 2018 $500,000,000 2.75% Convertible Senior Notes due 2021 PURCHASE AGREEMENT (Filed With SEC on March 6, 2014)

TERMINATION AGREEMENT FOR SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on November 12, 2013)

30,000,000 Shares SunEdison,Inc. Common Stock ($0.01Par Value) EQUITY UNDERWRITING AGREEMENT (Filed With SEC on September 18, 2013)

AMENDED AND RESTATED SUNEDISON, INC. 2010 EQUITY INCENTIVE PLAN (Filed With SEC on June 5, 2013)

AMENDMENT NUMBER 1 TO SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on May 9, 2013)

2012 MEMC Downstream Solar Bonus Plan (Filed With SEC on May 9, 2013)

Written Description of MEMC Electronic Materials, Inc. Cash Incentive Plan Covering Executive Officers (Filed With SEC on March 1, 2013)

Summary of Director Compensation (Filed With SEC on March 1, 2013)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on March 1, 2013)

4 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH EVONIK DEGUSSA ITALIA S.P.A. MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONICMATERIALS S.P.A. (Filed With SEC on November 9, 2012)

4 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONICMATERIALS S.P.A. (Filed With SEC on November 9, 2012)

24 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH EVONIK DEGUSSA ITALIA S.P.A. MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONIC MATERIALS S.P.A. (Filed With SEC on November 9, 2012)

GUARANTY AGREEMENT (Filed With SEC on October 2, 2012)

FOURTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on October 2, 2012)

THIRD AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on August 8, 2012)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on August 8, 2012)

SECOND AMENDMENT TO THE AMENDED & RESTATED STF SUPPLY AGREEMENT (Filed With SEC on August 8, 2012)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 9, 2012)

Written Description of MEMC Electronic Materials, Inc. Cash Incentive Plan Covering Executive Officers (Filed With SEC on February 29, 2012)

Summary of Director Compensation (Filed With SEC on February 29, 2012)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on February 29, 2012)

STOCK SALE AGREEMENT by and among MEMC HOLDINGS CORPORATION, MEMC ELECTRONIC MATERIALS, INC., FOTOWATIO RENEWABLE VENTURES, S.L. and FOTOWATIO S.L. Dated as of August 3, 2011 (Filed With SEC on November 7, 2011)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on November 7, 2011)

PURCHASE AGREEMENT (Filed With SEC on August 9, 2011)

TERMINATION AGREEMENT FOR SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on August 9, 2011)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on May 5, 2011)

THIRD AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 5, 2011)

FOURTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 5, 2011)

JOINT VENTURE AGREEMENT (Filed With SEC on May 5, 2011)

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 23, 2009, and Amended and Restated as of March 23,2011 among MEMC ELECTRONIC MATERIALS, INC., as Borrower, BANK OF... (Filed With SEC on May 5, 2011)

Written Description of MEMC Electronic Materials, Inc. Cash IncentivePlan Covering Executive Officers (Filed With SEC on February 22, 2011)

Summary of Director Compensation (Filed With SEC on February 22, 2011)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on February 22, 2011)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on November 9, 2010)

AGREEMENT AND PLAN OF MERGER by and among MEMC ELECTRONIC MATERIALS, INC., OSCAR ACQUISITION SUB, INC., SOLAICX, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Representative... (Filed With SEC on August 9, 2010)

FRAMEWORK AGREEMENT BY AND AMONG SUN EDISON LLC, FREI SUN HOLDINGS (CAYMAN) LTD., FREI SUN HOLDINGS (US) LLC, SUNEDISON RESERVE US, L.P., AND SUNEDISON RESERVE INTERNATIONAL, L.P.... (Filed With SEC on August 9, 2010)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on August 9, 2010)

AMENDMENT NUMBER 2 TO SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on May 10, 2010)

Amendment to Employment Agreement (Filed With SEC on May 10, 2010)

Summary of Director Compensation (Filed With SEC on March 1, 2010)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on March 1, 2010)

CREDIT AGREEMENT Dated as of December 23, 2009 among MEMC ELECTRONIC MATERIALS, INC., (Filed With SEC on December 29, 2009)

MEMC ELECTRONIC MATERIALS, INC., as the Borrower THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders and PNC BANK, NATIONAL ASSOCIATION as a Lender, the Swing Line Lender, the... (Filed With SEC on November 25, 2009)

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT (Filed With SEC on November 23, 2009)

Exhibit 10.2 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN (Filed With SEC on November 23, 2009)

Exhibit 10.3 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees without Employment Agreements)... (Filed With SEC on November 23, 2009)

Exhibit 10.4 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees with Employment Agreements) Performance-Based... (Filed With SEC on November 23, 2009)

Exhibit 10.5 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees with Employment Agreements) Time-Vesting... (Filed With SEC on November 23, 2009)

Exhibit 10.6 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees without Employment Agreements) Time-Vesting... (Filed With SEC on November 23, 2009)

/s/ Bradley D. Kohn (Filed With SEC on November 20, 2009)

Exhibit 10.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER (Filed With SEC on November 17, 2009)

Purchase Agreement (Filed With SEC on November 17, 2009)

AMENDMENT NUMBER 4 TO SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on November 5, 2009)

AMENDMENT NUMBER 2 TO SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on November 5, 2009)

AGREEMENT AND PLAN OF MERGER by and among MEMC ELECTRONIC MATERIALS, INC., SIERRA ACQUISITION SUB, LLC, SUN EDISON LLC, and CARLOS DOMENECH, PETER J. LEE and THOMAS MELONE, as the... (Filed With SEC on November 5, 2009)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on August 5, 2009)

Binding Term Sheet Solar Plant Company (SPC) - CONFIDENTIAL - (Filed With SEC on August 5, 2009)

AMENDMENT NUMBER1 TO SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on May 7, 2009)

AMENDMENT NUMBER3 TO SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on May 7, 2009)

Summary of Director Compensation (Filed With SEC on February 27, 2009)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on February 27, 2009)

/s/ Marshall C. Turner (Filed With SEC on February 27, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on February 5, 2009)

ARTICLE I (Filed With SEC on November 6, 2008)

SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on November 6, 2008)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on November 6, 2008)

STF SUPPLYAGREEMENT (Filed With SEC on August 7, 2008)

MEMC ELECTRONIC MATERIALS, INC. 2001 EQUITY INCENTIVE PLAN (Filed With SEC on February 29, 2008)

Summary of Director Compensation (Filed With SEC on February 29, 2008)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on February 29, 2008)

SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on February 29, 2008)

AMENDMENT NUMBER 1 TO (Filed With SEC on February 29, 2008)

MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 29, 2008)

AMENDMENT TO MEMC ELECTRONIC MATERIALS, INC. (Filed With SEC on February 29, 2008)

MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 29, 2008)

AMENDMENT TO MEMC ELECTRONIC MATERIALS, INC. (Filed With SEC on February 29, 2008)

MEMC ELECTRONIC MATERIALS, INC. 2001 EQUITY INCENTIVE PLAN (Filed With SEC on August 8, 2007)

MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT (Filed With SEC on May 10, 2007)

MEMCELECTRONIC MATERIALS, INC. as the Borrower THE LENDING INSTITUTIONS NAMED HEREIN as Lenders and NATIONALCITY BANK, as a Lender, the Swing Line Lender, the Issuing Bank, (Filed With SEC on March 1, 2007)

EMPLOYMENT AGREEMENT (Filed With SEC on March 1, 2007)

MEMC ELECTRONIC MATERIALS, INC. 2006 STOCK OPTION GRANT AGREEMENT (Filed With SEC on March 1, 2007)

SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on March 1, 2007)

Summary of Director Compensation (Filed With SEC on March 1, 2007)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on March 1, 2007)

SOLAR WAFER SUPPLY AGREEMENT (Filed With SEC on November 8, 2006)

MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT For Directors (Filed With SEC on August 10, 2006)

Summary of Director Compensation (Filed With SEC on August 10, 2006)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on August 10, 2006)

MEMC ELECTRONIC MATERIALS, INC. (Filed With SEC on August 22, 2005)

REVOLVING CREDIT AGREEMENT (Filed With SEC on August 9, 2005)

SUBSIDIARY GUARANTY (Filed With SEC on August 9, 2005)

PLEDGE AGREEMENT (Filed With SEC on August 9, 2005)

Summary of Compensation Arrangements for Certain Named Executive Officers (Filed With SEC on March 16, 2005)

Summary of Director Compensation (Filed With SEC on March 16, 2005)

Written Description of MEMC Electronic Materials, Inc. Cash Incentive Plan Covering Executive Officers (Filed With SEC on November 8, 2004)

SHARE TRANSFER AGREEMENT (Filed With SEC on August 9, 2004)

MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT For Directors (Filed With SEC on August 9, 2004)

MEMC ELECTRONIC MATERIALS, INC. AMENDMENT TO STOCK OPTION GRANT AGREEMENT 2002 Service Option (Filed With SEC on August 9, 2004)

MEMC Electronic Materials, Inc. 1995 EQUITY INCENTIVE PLAN as Amended and Restated on January 26, 2004 (Filed With SEC on March 15, 2004)

MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan Restated March 2, 2004 Recitals (Filed With SEC on March 15, 2004)

[Remainder of Page Intentionally Left Blank] (Filed With SEC on March 15, 2004)

EMPLOYMENT AGREEMENT (Filed With SEC on March 15, 2004)

ARTICLE IV (Filed With SEC on March 21, 2003)

EXHIBIT C (Filed With SEC on March 21, 2003)

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SUNEDISON, INC. Contracts & Agreements