0001564590-15-000897 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY
Solarcity Corp • February 24th, 2015 • Construction - special trade contractors

This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of October 31, 2014 (the “Effective Date”) and is by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (“FOUNDATION”), a non-profit educational corporation existing under the laws of the State of New York, having an office located at 257 Fuller Road, Albany, New York 12203, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York Polytechnic Institute), and SILEVO, INC. (“SILEVO”), a Delaware corporation with its principal office located at 45655 Northport Loop East, Fremont, California 94555. FOUNDATION and SILEVO are each referred to herein sometimes individually as a “Party” or, collectively, as “Parties.”

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AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • February 24th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”), dated as of December 11, 2014 (the “Amendment Effective Date”), is by and among AU SOLAR 2, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party thereto from time to time (the “Lenders”), ING Capital LLC, as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), ING Capital LLC, as the collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent” and, together with the Administrative Agent, the “Agents”), ING Capital LLC, as sole bookrunner and sole syndication agent (the “Sole Bookrunner and Syndication Agent”), CIT Finance LLC, as documentation agent (the “Documentation Agent”), ING Capital LLC, CIT Finance LLC, and Goldman Sachs Lending Partners LLC, as joint lead arrangers (the “Joint Lead Arrangers”), and Credit Agricole Corporate and Investmen

SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY
Solarcity Corp • February 24th, 2015 • Construction - special trade contractors

This SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of December 15, 2014 (the “Effective Date”) and is by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK (“FOUNDATION”), a non-profit educational corporation existing under the laws of the State of New York, having an office located at 257 Fuller Road, Albany, New York 12203, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York Polytechnic Institute), and SILEVO, INC. (“SILEVO”), a Delaware corporation with its principal office located at 45655 Northport Loop East, Fremont, California 94555. FOUNDATION and SILEVO are each referred to herein sometimes individually as a “Party” or, collectively, as “Parties.”

FIFTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 24th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

THIS FIFTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 19, 2014 (the “Amendment Effective Date”), is by and among SOLARCITY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

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