X0306 4 2019-10-08 0001599947 TerraForm Power, Inc. TERP 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001504716 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001540229 Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001679041 ORION US GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001679040 ORION US HOLDINGS 1 L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001679131 Brookfield Infrastructure Fund III GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001533231 Brookfield BRP Holdings (Canada) Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001745194 BBHC Orion Holdco L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true Common Stock, Class A, $0.01 par value 2019-10-08 4 P 0 2981514 16.77 A 32859562 I Owned by BBHC Orion Holdco L.P. This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act"). Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively. On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share. /s/ Kathy Sarpash for Brookfield Asset Management Inc. 2019-10-10 /s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc. 2019-10-10 /s/ Brian Lawson for Partners Limited 2019-10-10 /s/ Fred Day for Orion US GP LLC 2019-10-10 /s/ Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC 2019-10-10 /s/ Fred Day for Brookfield Infrastructure Fund III GP LLC 2019-10-10 /s/ Jennifer Mazin for Brookfield BRP Holdings (Canada) Inc. 2019-10-10 /s/ Adrienne Moore for BBHC Orion Holdco L.P. by its general partner Orion Canadian AIV GP Inc. 2019-10-10