FORM OF WAIVER
Public Offering of Common Stock
[Name and Address of
Officer or Director
Dear Mr./Ms. [Name]:
This letter is being
delivered to you in connection with the offering by SunEdison, Inc. (the Company) of [ ] shares of common stock, $[ ] par value (the
Common Stock), of the Company and the lock-up letter dated [ ], 20[ ] (the Lock-up Letter), executed by you in
connection with such offering, and your request for a [waiver] [release] dated [ ], 20[ ] , with respect to
[ ] shares of Common Stock (the Shares).
Deutsche Bank Securities Inc. and Goldman, Sachs & Co. hereby agree to [waive] [release] the transfer restrictions set forth in the
Lock-up Letter, but only with respect to the Shares, effective [ ], 20[ ]; provided, however, that such [waiver] [release] is conditioned on
the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending
Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.