EFTA01366515.pdf

Amendment #4 Page 86 of 868 Tohlrlfcooloftl• In primate!. the gumbo, of whether a particular assets suitable is Wily supective and is dependent on a number of factors. ncliarg an assessment by ou Sponsor relating to our liquidity position at the Ire, the risk profile of the °mortality arc its fit with the balance of our cordate If our Sponsor &germane. that an opportunty s rot salable for is. it may still pysue such opporttaty at its own behalf h makirg these deterrniations, as Sponsor may be wilt-weed by factors nal reed/ in a msalignmert or conflict 0/interest See'—Risks Mated to our business—The growth of our business depends on iccatrog and aceurrg interests in attracts* clean energy markets from ay Sponsor and unaffdated third parties at favorable prices Mckborelly, event we oonsummste acquesbora on terms that we believe are favorable, such emus:tons may in fact resin rt a decrease in cash /wadable for distnbteon per Class A common share • The departure of some wall of our Sponsor's employees, particularly orocugve of or key employees, could prevent us from achieving ow **cline. Our growth strategy relies on our and our Sponsors execute officers and key employees for their strategc guidance and expertise in the selection of projects trot we nay acquire in the future Because the solar power industry is reetwely new, there is a scarcity d experienced execawes and employees in to solar power industry The same is hue of 'he wind power industry Our future suo:ess wil depend on the continued service of these irdmduals Our Sponsor has experienced departures of key professionals and personnel in the past and may down the future. and we canna predict the impact that any such departures wit have on our ablity to achieve our objectives The departure of a significant number of our Sponsors professionals a a material portion d its employees veto perform services for us or on our behalf. or the lave to smart gratified or effective sucoesSOrS n the evert of such departures. could have a material adverse effect on our abildy to achieve as objectives The Management Services ',yeomen! will not regrare at Sponsor to maintain the employment of any of its professionals that are providing services to us or. to cause any narrower professional to provide services to is or on our behalf and our Sponsor may terminate the employment of any Professional Addhonally, our chief Executive Officer also serves as the chief exeoiwe officer of TerraForm Power and is rot cortractualry or otherwise required to allocate any specific amount of tine to matters perishing to air busness Our organizational and ownership structure may create significant conflicts ofInterest that may be resolved in a manner that is not In our best Interests or the best interests of holders of our Class A common stock and that may have a material adverse effect on our business, financial condition. results of operations and cash flows. Our aganzatonat are ownership stsucture involves a number of relationships that may give rise to certain conflicts of interest between is and herders of our Class A common Mock ai the one tend, and our Sponsor, on the otter rend Immetrately prior to the completion of tons offenng, we will enter into the Management Services Agreement with ow Sponsor Cur execttere officerswit be employees of our Sponsor and certain of them will cortinue to love equity interests in our Sponsor and TerraForm Power and accordingty the benefl boa Sponsor from a trareaclon between us and our Sponsor will proponsonstely inure to thee benefit as holders of equity nterests h our Sponsor Falowng the completion of the offering of Sponsor will be a related party inder de appeCable securities lane gOvernirg related party transactions and rimy have interess whichdiffer from as interests or those of holders of our Class A marten stock, enduring with respect to the types of acquisitions nude, the timing and amount of dryderds by Global, the renvestrrert ct returns generated by our operations, the tee of leverage when making acquisitors and the appointment of oWsde advisors and service providers My material transaction between La and ow Sponsor (incluclrg the acquisition of Cell Right Projects and SunEdiscn ROFO Projects) will to suttect to as related pony transaction policy, which will require prior approval of such trarsacton by our Corporate Governance and Conflicts Committee, as discussed in' Management— Commttees of the board of directors—Corporate Governance and Conflicts Clornmitlee ' These of air execarve 78 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-0058043 CONFIDENTIAL SDNY GM_00204227 EFTA01366515