Page 14 of 16 – SEC Filing Transfer Restrictions: From the date of this Term Sheet until the end
of the Exclusivity Period neither party shall transfer, sell, dispose of, pledge or assign (whether directly, indirectly, voluntarily,
involuntarily, by operation of law or otherwise) any of its TERP Shares unless in accordance with the terms of the right of first
offer set out in this Term Sheet or with the prior approval of the other party; provided, however, that either party may transfer
some or all of its TERP Shares to a controlled affiliate.
Right of First Offer: If, during the Exclusivity Period, either Brookfield
or Appaloosa (the “ROFO Seller”) wishes to transfer, sell, dispose of, pledge or assign (whether directly, indirectly,
voluntarily, involuntarily, by operation of law or otherwise) any of its TERP Shares (“TERP Sale Shares”) it
must first give a written notice (a “TERP Sale Notice”) to the other party (the “ROFO Purchaser”)
offering the ROFO Purchaser the right to acquire in whole or in part such TERP Sale Shares for a cash purchase price equal to the
volume-weighted average price for TERP’s Class A shares over the 5 consecutive NASDAQ global select market trading days immediately
preceding and ending on the most recent trading day ended prior to the date of such TERP Sale Notice (the “ROFO Price”).
If the ROFO Purchaser wishes to exercise this
right of first offer with respect to TERP Sale Shares, it must elect to do so by written notice to the ROFO Seller by close of
business on the 1st trading day after the date on which the ROFO Purchaser receives a TERP Sale Notice with respect to such TERP
Sale Shares (an “Election Notice”). Failure to make such election will be deemed to be an election to not purchase
the TERP Sale Shares specified in a TERP Sale Notice.
If the ROFO Purchaser elects to purchase TERP
Sale Shares, the ROFO Seller must sell, and the ROFO Purchaser must purchase, the TERP Sale Shares by payment of the ROFO Price
by the close of business on the 3rd trading day after the date on which the ROFO Seller receives the relevant Election Notice.
If the ROFO Purchaser does not elect to purchase
the TERP Sale Shares specified in a TERP Sale Notice, the ROFO Seller may sell such TERP Sale Shares in one or more open market
transactions during the 14-day period commencing on the latest date on which the ROFO Purchaser could have delivered an Election
Notice with respect to such TERP Sale Shares. If such TERP Sale Shares are not sold within such period, the right of first offer
process described above shall apply to any transfer of such TERP Sale Shares.
Amendments: This Term Sheet can only be amended with the
approval of both Brookfield and Appaloosa.
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| Transfer Restrictions: | From the date of this Term Sheet until the end |
| Right of First Offer: | If, during the Exclusivity Period, either Brookfield If the ROFO Purchaser wishes to exercise this If the ROFO Purchaser elects to purchase TERP If the ROFO Purchaser does not elect to purchase |
| Amendments: | This Term Sheet can only be amended with the |
