Common use of Elimination of Certain Liability of Directors Clause in Contracts

Elimination of Certain Liability of Directors. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this Article VII. by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

Elimination of Certain Liability of Directors. A director of the corporation Corporation shall not be personally liable to the corporation Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amendedDGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of DelawareDGCL, as so amended. Any repeal or modification of this Article VII. by the stockholders of the corporation shall be prospective only, and foregoing paragraph shall not adversely affect any limitation on the personal liability right or protection of a director of the corporation Corporation existing at the time of hereunder with respect to any act or omission occurring prior to such repeal or modification.

Elimination of Certain Liability of Directors. A No director of the corporation Corporation shall not be personally liable to the corporation Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's ’s duty of loyalty to the corporation Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of DelawareDGCL, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware DGCL is amended to authorize corporate action the further eliminating elimination or limiting the personal limitation of liability of directors, then the liability of a director of the corporationCorporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amendedamended DGCL. Any repeal or modification of this Article VII. NINTH by the stockholders of the corporation Corporation shall be prospective only, only and shall not adversely affect any limitation on the personal liability of a director of the corporation Corporation existing at the time of such repeal or modification.

Elimination of Certain Liability of Directors. A (a) To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of the corporation Corporation shall not be personally liable to the corporation Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the foregoing in any respect, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of duty as a director, except for liability (i) for any breach of the director's ’s duty of loyalty to the corporation Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amendedDGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of DelawareDGCL, as so amended. Any repeal or modification of this Article VII. by the stockholders of the corporation shall be prospective only, and provision shall not adversely affect any limitation on the personal liability right or protection of a director of the corporation Corporation existing at the time of such repeal or modification.

Elimination of Certain Liability of Directors. A director of the corporation Corporation shall not be personally liable to the corporation Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amendedDGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of DelawareDGCL, as so amended. Any repeal or modification of this Article VII. by the stockholders of the corporation shall be prospective only, and foregoing paragraph shall not adversely affect any limitation on the personal liability right or protection of a director of the corporation Corporation existing at the time of hereunder with respect to any act or omission occurring prior to such repeal or modification.. Section 8.2

Elimination of Certain Liability of Directors. A To the fullest extent permitted by the General Corporation Law of the State of Delaware, a director of the corporation Corporation shall not be personally liable to the corporation Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's ’s duty of loyalty to the corporation Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this Article VII. by the stockholders of the corporation shall be prospective only, and provision shall not adversely affect any limitation on the personal liability right or protection of a director of the corporation Corporation existing at the time of such repeal or modification.. Exhibit B Surviving Company Bylaws RESTATED BY-LAWS OF SOLARCITY CORPORATION A Delaware Corporation

Elimination of Certain Liability of Directors. A No director of the corporation shall not be personally liable to the corporation Corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director; provided, except for however, that to the extent required by the provisions of Section 102(b)(7) of the DGCL or any successor statute, or any other laws of the State of Delaware, this provision shall not eliminate or limit the liability of a director (ia) for any breach of the director's ’s duty of loyalty to the corporation Corporation or its stockholders, (iib) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iiic) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, DGCL or (ivd) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware DGCL hereafter is amended to authorize corporate action the further eliminating elimination or limiting limitation of the personal liability of directors, then the liability of a director of the corporationCorporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amendedamended DGCL. Any repeal or modification of this Article VII. Fifth by the stockholders of the corporation Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation Corporation existing at as of the time of such repeal or modification.

Elimination of Certain Liability of Directors. A No director of the corporation shall not be personally liable to the corporation Corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director; provided, except for however, that to the extent required by the provisions of Section 102(b)(7) of the DGCL or any successor statute, or any other laws of the State of Delaware, this provision shall not eliminate or limit the liability of a director (ia) for any breach of the director's duty of loyalty to the corporation Corporation or its stockholders, (iib) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iiic) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, DGCL or (ivd) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware DGCL hereafter is amended to authorize corporate action the further eliminating elimination or limiting limitation of the personal liability of directors, then the liability of a director of the corporationCorporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amendedamended DGCL. Any repeal or modification of this Article VII. Fifth by the stockholders of the corporation Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation Corporation existing at as of the time of such repeal or modification. SIXTH: Indemnification.