EQUITY UNDERWRITING AGREEMENT
September 12, 2013
Deutsche Bank Securities
Goldman, Sachs & Co.
As Representatives of
c/o Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282
Ladies and Gentlemen:
SunEdison, Inc., a
Delaware corporation (the Company), proposes to sell to the several underwriters (the Underwriters) named on Schedule I hereto for whom you are acting as representatives (the
Representatives) an aggregate of 30,000,000 shares (the Firm Shares) of the Companys common stock, $.01 par value (the Common Stock). The respective amounts of the Firm Shares to be so
purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters option an aggregate of up to 4,500,000 additional shares of the Companys Common
Stock (the Option Shares) as set forth below.
As the Representatives, you have advised the Company that the several
Underwriters are willing, acting severally and not jointly, to purchase
the numbers of Firm Shares set forth opposite their respective names on Schedule I hereto, plus their pro rata portion of the Option Shares if you elect to exercise the
option in whole or in part for the accounts of the several Underwriters. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the Shares.