VIVINT SOLAR, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Vivint Solar, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
LIMITED LIABILITY COMPANY AGREEMENT OF Vivint Solar Mia Project Company, LLC dated as of July 16, 2013Limited Liability Company Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
Limited Liability Company Agreement of Vivint Solar Mia Project Company, LLC, a Delaware limited liability company (the “Company”), dated as of July 16, 2013 (the “Effective Date”), by and between Vivint Solar Mia Manager, LLC, a Delaware limited liability company (“Sponsor Sub”), and Blackstone Holdings Finance Co. L.L.C., a Delaware limited liability company (“Investor”).
GUARANTYGuaranty • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This GUARANTY (this “Guaranty”), dated and effective as of November 5, 2013, is made by Vivint Solar, Inc., a Delaware corporation (the “Guarantor”), in favor of Stoneco IV Corporation, a Delaware corporation (the “Investor Member”), and Vivint Solar Aaliyah Project Company, LLC, a Delaware limited liability company (the “Company”, and together with the Investor Member, the “Beneficiaries” and each individually, a “Beneficiary”).
DEVELOPMENT, EPC AND PURCHASE AGREEMENT by and among VIVINT SOLAR DEVELOPER, LLC a Delaware limited liability company and VIVINT SOLAR, INC. a Delaware corporation and VIVINT SOLAR REBECCA PROJECT COMPANY, LLC a Delaware limited liability company...Development, Epc and Purchase Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This DEVELOPMENT, EPC AND PURCHASE AGREEMENT is made and entered into as of February 13, 2014 (the “Effective Date”), by and among Vivint Solar Developer, LLC, a Delaware limited liability company (“VSD”), Vivint Solar, Inc., a Delaware corporation (“VSI”, together with VSD, the “Sellers” and each a “Seller”), and Vivint Solar Rebecca Project Company, LLC, a Delaware limited liability company (“Purchaser”). The use of “Party” herein means each Seller or Purchaser, and “Parties” means the Sellers and Purchaser.
VIVINT SOLAR, INC. INVOLUNTARY TERMINATION PROTECTION AGREEMENTInvoluntary Termination Protection Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
THIS INVOLUNTARY TERMINATION PROTECTION AGREEMENT (this “Agreement”) is made and entered into by and between (“Executive”) and Vivint Solar, Inc. (the “Company”), effective as of , 2014 (the “Effective Date”).
MAINTENANCE SERVICES AGREEMENTMaintenance Services Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
MAINTENANCE SERVICES AGREEMENTMaintenance Services Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
LEASE Thanksgiving Park—Building Five between THANKSGIVING PARK FIVE, LLC, a Utah limited liability company, as Landlord, and VIVINT SOLAR, INC., a Delaware corporation, as Tenant Dated May 5, 2014Sublease Consent Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
THIS LEASE (this “Lease”) is entered into as of the 5th day of May, 2014, between THANKSGIVING PARK FIVE, LLC, a Utah limited liability company (“Landlord”), and VIVINT SOLAR, INC., a Delaware corporation (“Tenant”). (Landlord and Tenant are referred to in this Lease collectively as the “Parties” and individually as a “Party.”)
FULL-SERVICE SUBLEASE AGREEMENTFull-Service Sublease Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
This FULL-SERVICE SUBLEASE AGREEMENT (this “Agreement”) is made and entered into as of June , 2014, by and between VIVINT SOLAR, INC. (f/k/a V Solar Holdings, Inc.), a Delaware corporation (together with its successors and permitted assigns, the “Company”), and VIVINT, INC., a Utah corporation f/k/a APX Alarm Security Solutions, Inc. (together with its successors and permitted assigns “Vivint”). Each of the Company and Vivint may also be referred to herein individually as a “Party”, and collectively as the “Parties”.
FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR MIA PROJECT COMPANY, LLCLimited Liability Company Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR MIA PROJECT COMPANY, LLC (this “Amendment”), is executed as of September 12, 2013 and effective as of August 5, 2013, by and between Vivint Solar Mia Manager, LLC, a Delaware limited liability company (“Sponsor Sub”), and Blackstone Holdings Finance Co. L.L.C., a Delaware limited liability company (“Investor”).
FIRST AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (PROJECT AALIYAH)Epc and Purchase Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This FIRST AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (this “First Amendment”) is dated as of January 13, 2014 by and among Vivint Solar Developer, LLC, a Delaware limited liability company (“VSD”), Vivint Solar, Inc., a Delaware corporation (“VSI”, together with VSD, the “Sellers” and each a “Seller”), and Vivint Solar Aaliyah Project Company, LLC, a Delaware limited liability company (“Purchaser”).
FORM OF STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2014 AMONG VIVINT SOLAR, INC. AND THE OTHER PARTIES HERETOStockholders Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This Stockholders Agreement is entered into as of [—], 2014 by and among Vivint Solar, Inc., a Delaware corporation (the “Company”), 313 Acquisition LLC, a Delaware limited liability company (“313 Acquisition”), and each of the other parties identified on the signature pages hereto (together with 313 Acquisition, the “Investor Parties”).
DEVELOPMENT, EPC AND PURCHASE AGREEMENT by and among VIVINT SOLAR DEVELOPER, LLC a Delaware limited liability company and VIVINT SOLAR, INC. a Delaware corporation and VIVINT SOLAR AALIYAH PROJECT COMPANY, LLC a Delaware limited liability company...Development, Epc and Purchase Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This DEVELOPMENT, EPC AND PURCHASE AGREEMENT is made and entered into as of November 5, 2013 (the “Effective Date”), by and among Vivint Solar Developer, LLC, a Delaware limited liability company (“VSD”), Vivint Solar, Inc., a Delaware corporation (“VSI”, together with VSD, the “Sellers” and each a “Seller”), and Vivint Solar Aaliyah Project Company, LLC, a Delaware limited liability company (“Purchaser”). The use of “Party” herein means each Seller or Purchaser, and “Parties” means the Sellers and Purchaser.
SECOND AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (PROJECT MIA)Epc and Purchase Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This SECOND AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (this “Second Amendment”) is dated as of April 25, 2014 and effective as of March 31, 2014 by and among Vivint Solar Developer, LLC, a Delaware limited liability company (“VSD”), Vivint Solar, Inc., a Delaware corporation (“VSI”, together with VSD, the “Sellers” and each a “Seller”), and Vivint Solar Mia Project Company, LLC, a Delaware limited liability company (“Purchaser”).
FIRST AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (PROJECT MIA)Epc and Purchase Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This FIRST AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (this “First Amendment”) is executed as of January 13, 2014 and effective as of December 31, 2013 by and among Vivint Solar Developer, LLC, a Delaware limited liability company (“VSD”), Vivint Solar, Inc., a Delaware corporation (“VSI”, together with VSD, the “Sellers” and each a “Seller”), and Vivint Solar Mia Project Company, LLC, a Delaware limited liability company (“Purchaser”).
LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR LICENSING, LLCLimited Liability Company Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Vivint Solar Licensing, LLC (the “Company”), is entered into by Vivint, Inc., as the 90 percent equity member (the “Primary Member”) and Vivint Solar, Inc. as the 10 percent equity member (the “Special Member” and together with the Primary Member, the “Members”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
FIRST AMENDMENT TO AMENDED AND RESTATED SUBORDINATED NOTE AND LOAN AGREEMENTSubordinated Note and Loan Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
This FIRST AMENDMENT TO AMENDED AND RESTATED SUBORDINATED NOTE AND LOAN AGREEMENT is entered into and effective as of April 25, 2014 (this “Amendment”), by and between VIVINT SOLAR, INC., a Delaware corporation (“Borrower”) and APX PARENT HOLDCO, INC., a Delaware corporation (“Lender”; and together with Borrower, the “Parties”, and each, a “Party”).
AMENDED AND RESTATED SUBORDINATED NOTE AND LOAN AGREEMENTSubordinated Note and Loan Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
FOR VALUE RECEIVED, VIVINT SOLAR, INC., a Delaware corporation (“Borrower”) does hereby promise to pay to the order of APX PARENT HOLDCO, INC., a Delaware corporation (“Lender”; and together with Borrower, the “Parties”, and each, a “Party”), in lawful money of the United States of America in immediately available funds at its offices located at 4931 N 300 W, Provo, Utah 84604, or at such other location as Lender shall designate from time to time, the Principal Amount (as defined below), together with interest accruing on the Principal Amount from the date hereof, pursuant to the terms and conditions of this Subordinate Note and Loan Agreement (this “Agreement”):
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of June [ ], 2014 (the “Effective Date”), by and among VIVINT SOLAR LICENSING, LLC, a limited liability company organized under the laws of Delaware (“Licensor”) and VIVINT SOLAR, INC., a Delaware corporation (f/k/a V Solar Holdings, Inc.) (“Licensee”). Each of Licensor and Licensee may also be referred to herein individually as a “Party”, and collectively as the “Parties”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces
This Transition Services Agreement (“TSA”) is made and entered into as of , 2014 (the “Effective Date”), by and between VIVINT SOLAR, INC., a Delaware corporation (f/k/a V Solar Holdings, Inc.) (together with its successors and permitted assigns, “Vivint Solar”), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns “Vivint”). Each of Vivint Solar and Vivint may also be referred to herein individually as a “Party”, and collectively as the “Parties”.
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces
This NON-COMPETITION AGREEMENT (“Agreement”) is made and entered into as of June , 2014 (the “Effective Date”), by and between VIVINT SOLAR, INC. (f/k/a V Solar Holdings, Inc.), a Delaware corporation (together with its successors and permitted assigns, “Vivint Solar”), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns “Vivint”). Each of Vivint Solar and Vivint may also be referred to herein individually as a “Party”, and collectively as the “Parties”.
FIRST AMENDMENT TO SUBORDINATED NOTE AND LOAN AGREEMENTSubordinated Note and Loan Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
This FIRST AMENDMENT TO SUBORDINATED NOTE AND LOAN AGREEMENT is entered into and effective as of July 26, 2013 (this “Amendment”), by and between VIVINT SOLAR, INC., a Delaware corporation (“Borrower”) and APX GROUP, INC., a Delaware corporation (“Lender”; and together with Borrower, the “Parties”, and each, a “Party”).
ContractNote and Loan Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF DECEMBER 27, 2012, AMONG APX GROUP, INC., VIVINT SOLAR, INC., A DELAWARE CORPORATION (THE “COMPANY”) AND GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (“AGENT”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY COMPANY PURSUANT TO THAT CERTAIN CREDIT AND GUARANTY AGREEMENT, DATED AS OF JULY 13, 2012 (AS THE SAME HAS BEEN AND MAY BE FURTHER AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME), BY AND AMONG COMPANY, V SOLAR HOLDINGS, INC., A DELAWARE CORPORATION AND CERTAIN SUBSIDIARIES OF COMPANY, AS GUARANTORS, THE LENDERS PARTY THERETO FROM TIME TO TIME AND THE AGENT, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, AND LEAD ARRANGER, AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF OBLIGATIONS
MARKETING AND CUSTOMER RELATIONS AGREEMENTMarketing and Customer Relations Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces
This MARKETING AND CUSTOMER RELATIONS AGREEMENT (“Agreement”) is made and entered into as of June , 2014 (the “Effective Date”), by and between VIVINT SOLAR DEVELOPER, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Vivint Solar”), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns “Vivint”). Each of Vivint Solar and Vivint may also be referred to herein individually as a “Party”, and collectively as the “Parties”.
MASTER INTERCOMPANY FRAMEWORK AGREEMENTMaster Intercompany Framework Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
This MASTER INTERCOMPANY FRAMEWORK AGREEMENT (this “Agreement”), is made and entered into as of June , 2014 (the “Effective Date”), by and between VIVINT SOLAR, INC. (f/k/a V Solar Holdings, Inc.), a Delaware corporation (together with its successors and permitted assigns, “Vivint Solar”), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns “Vivint”). Each of Vivint Solar and Vivint may also be referred to herein individually as a “Party”, and collectively as the “Parties”.
SUBLEASE Durham Jones & Pinegar, P.C./Vivint Solar, Inc. THIS SUBLEASE (this “Sublease”) is entered into as of the day of May, 2014, between DURHAM JONESSublease • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
& PINEGAR, P.C., a Utah professional corporation (“Sublandlord”), whose address is 111 East Broadway, Suite 900, Salt Lake City, Utah 84111, Attention: Kevin R. Pinegar, Esq., with a required copy to Paul M. Durham, Esq., Durham Jones & Pinegar, P.C., 111 East Broadway, Suite 900, Salt Lake City, Utah 84111, and VIVINT SOLAR, INC., a Delaware corporation (“Subtenant”), whose address is 3101 North Thanksgiving Way, Suite 500, Lehi, Utah 84043, Attention: President. (Sublandlord and Subtenant are referred to in this Sublease individually as a “Party” and collectively as the “Parties.”)
TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
This TRADEMARK ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is made and entered into as of June [ ], 2014 (“Effective Date”) by and between VIVINT, INC., a Utah corporation, with its principal office 4931 North 300 West, Provo, Utah 84604 (“Assignor”), and Vivint Solar, Inc., a Delaware corporation (f/k/a V Solar Holdings, Inc.) (“Assignee”, each of Assignor and Assignee a “Party”, and collectively, the “Parties”).
EMPLOYMENT AGREEMENT (Thomas Plagemann)Employment Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
The Company desires for it or one or more of its subsidiaries to employ Executive and Executive desires to accept such employment, in each case effective as of October 15, 2013 (the “Effective Date”); and
LONG TERM PRODUCT SUPPLY AGREEMENT between VIVINT SOLAR DEVELOPER, LLC and ENPHASE ENERGY, INC. Dated as of August 11, 2014Supply Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This LONG TERM PRODUCT SUPPLY AGREEMENT (this “Agreement”) is entered into as of August 11, 2014 (“Effective Date”), by and between VIVINT SOLAR DEVELOPER, LLC, a Delaware limited liability company (“Buyer”) and ENPHASE ENERGY, INC., a Delaware corporation (“Seller”). Buyer and Seller are referred to herein individually as a “Party”, and collectively as the “Parties”.
BLACKSTONE ADVISORY PARTNERS L.P.Confidentiality Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This letter confirms the understanding and agreement (“Agreement”) between Blackstone Advisory Partners L.P. (“Blackstone”) and Vivint Solar, Inc. (the “Company”) regarding the retention of Blackstone and its affiliates, successors and assigns, as appropriate, by the Company as a financial advisor and placement agent.
SECOND AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (PROJECT AALIYAH)Epc and Purchase Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This SECOND AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (this “Second Amendment”) is dated as of February 13, 2014 by and among Vivint Solar Developer, LLC, a Delaware limited liability company (“VSD”), Vivint Solar, Inc., a Delaware corporation (“VSI”, together with VSD, the “Sellers” and each a “Seller”), and Vivint Solar Aaliyah Project Company, LLC, a Delaware limited liability company (“Purchaser”).
PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT Between VIVINT, INC. and VIVINT SOLAR DEVELOPER, LLC Dated as of , 2014Product Development and Supply Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
This TRADEMARK ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is made and entered into as of June [ ], 2014 (“Effective Date”) by and between VIVINT, INC., a Utah corporation, with its principal office 4931 North 300 West, Provo, Utah 84604 (“Assignor”), and VIVINT SOLAR LICENSING LLC, a Delaware limited liability company, with its principal office at 4931 North 300 West, Provo, Utah 84604 (“Assignee”, each of Assignor and Assignee a “Party”, and collectively, the “Parties”).
CREDIT AGREEMENT Dated as of May 1, 2014, among VIVINT SOLAR HOLDINGS, INC., as the Borrower, VIVINT SOLAR, INC., as Parent and as a Guarantor, THE OTHER GUARANTORS LISTED ON SCHEDULE 1.01B HERETO AND ANY OTHER GUARANTORS PARTY HERETO FROM TIME TO...Security Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This CREDIT AGREEMENT is entered into as of May 1, 2014, among VIVINT SOLAR HOLDINGS, INC. (f/k/a Vivint Solar, Inc.), a Delaware corporation (the “Borrower”), VIVINT SOLAR, INC. (f/k/a V Solar Holdings, Inc.), a Delaware Corporation (“Parent”), the other Guarantors listed on Schedule 1.01B attached hereto and the other Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
BASIC LEASE INFORMATION CANYON PARK TECHNOLOGY CENTER OFFICE BUILDING LEASE AGREEMENTOffice Building Lease Agreement • August 26th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
The foregoing Basic Lease Information is hereby incorporated into and made a part of the Lease attached hereto (the “Lease”).
