Vivint Solar, Inc. Common Stock, par value $0.01 Underwriting AgreementUnderwriting Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
Vivint Solar, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) [—] shares of common stock, par value $0.01 per share (“Common Stock”) of the Company and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to [—] shares of Common Stock. The [—] shares to be sold by the Company are herein called the “Firm Shares” and the [—] shares to be sold by the Selling Stockholder are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”.
LIMITED LIABILITY COMPANY AGREEMENT OF Vivint Solar Aaliyah Project Company, LLC dated as of November 5, 2013Limited Liability Company Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
Limited Liability Company Agreement of Vivint Solar Aaliyah Project Company, LLC, a Delaware limited liability company (the “Company”), dated as of November 5, 2013 (the “Effective Date”), by and between Vivint Solar Aaliyah Manager, LLC, a Delaware limited liability company (“Sponsor Sub”), and Stoneco IV Corporation, a Delaware corporation (“Investor”).
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 MIA PROJECT COMPANY, LLC a Delaware limited liability company Dated as...Development, Epc and Purchase Agreement • September 18th, 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 July 16, 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 Mia 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.
MAINTENANCE SERVICES AGREEMENTMaintenance Services Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
MAINTENANCE SERVICES AGREEMENTMaintenance Services Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
LEASE Thanksgiving Station—Building One between T-STAT ONE, LLC, a Utah limited liability company, as Landlord, and VIVINT SOLAR, INC., a Delaware corporation, as Tenant Dated September 15, 2014Sublease Consent Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
THIS LEASE (this “Lease”) is entered into as of the 12th day of August, 2014, between T-STAT ONE, 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.”)
FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR MIA PROJECT COMPANY, LLCLimited Liability Company Agreement • September 18th, 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 • September 18th, 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”).
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 • September 18th, 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 • September 18th, 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 • September 18th, 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”).
LONG TERM PRODUCT SUPPLY AGREEMENT between VIVINT SOLAR DEVELOPER, LLC and ENPHASE ENERGY, INC. Dated as of August 11, 2014Supply Agreement • September 18th, 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”.
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR AALIYAH PROJECT COMPANY, LLCLimited Liability Company Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR AALIYAH PROJECT COMPANY, LLC (this “First Amendment”) is dated as of January 13, 2014 by and between Vivint Solar Aaliyah Manager, LLC, a Delaware limited liability company (“Sponsor Sub”), and Stoneco IV Corporation, a Delaware corporation (“Investor”).
Vivint Solar, Inc. 4931 North 300 West Provo, Utah 84604 1.877.404.4129Employment Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
PLEDGE AND SECURITY AGREEMENT dated as of September 12, 2014 among THE GRANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This PLEDGE AND SECURITY AGREEMENT dated as of September 12, 2014, is made by and among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).
VIVINT SOLAR, INC. SUBSCRIPTION AGREEMENT September 3, 2014Subscription Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) by and among VIVINT SOLAR, INC., a Delaware corporation (“Solar”), and each of the investors who have signed a counterpart signature page to this Agreement (individually a “Purchaser” and collectively, the “Purchasers”) is made as of the date set forth above.
PROJECT SPOTLIGHT LOAN AGREEMENT Dated as of September 12, 2014 among VIVINT SOLAR FINANCING I, LLC, a Delaware limited liability company (Borrower); VIVINT SOLAR HOLDINGS, INC., a Delaware corporation (Borrower Member and a Guarantor); THE OTHER...Loan Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This LOAN AGREEMENT, dated as of September 12, 2014 (this “Agreement”), is made by and among VIVINT SOLAR FINANCING I, LLC, a Delaware limited liability company (the “Borrower”), VIVINT SOLAR HOLDINGS, INC., a Delaware corporation (the “Borrower Member”), each of the other guarantors that is a party to this Agreement identified as a “Guarantor” on the signature pages to this Agreement and listed as a “Managing Member” on Appendix 4 (as updated pursuant to Section 2.10) or that shall become a Guarantor pursuant to the terms of this Agreement and a New Subject Fund Accession Agreement (each individually, a “Guarantor” and, collectively, the “Subsidiary Guarantors,” and together with the Borrower Member, collectively, the “Guarantors”) each of the lenders that is a signatory to this Agreement identified as a “Lender” on the signature pages to this Agreement and listed on Annex 2 or that shall become a “Lender” under this Agreement pursuant to the terms of this Agreement (each individually
COLLATERAL AGENCY AND DEPOSITARY AGREEMENT dated as of September 12, 2014 among VIVINT SOLAR FINANCING I, LLC, as Borrower, VIVINT SOLAR LIBERTY MANAGER, LLC, VIVINT SOLAR MARGAUX MANAGER, LLC, VIVINT SOLAR FUND III MANAGER, LLC, VIVINT SOLAR MIA...Termination Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This COLLATERAL AGENCY AND DEPOSITARY AGREEMENT (this “Agreement”) dated as of September 12, 2014 (the “Effective Date”), is made by and among Vivint Solar Financing I, LLC, a Delaware limited liability company (“Borrower”), and Vivint Solar Liberty Manager, LLC, a Delaware limited liability company (“Liberty Manager”), Vivint Solar Margaux Manager, LLC, a Delaware limited liability company (“Margaux Manager”), Vivint Solar Fund III Manager, LLC, a Delaware limited liability company (“Fund III Manager”), Vivint Solar Mia Manager, LLC, a Delaware limited liability company (“Mia Manager”), Vivint Solar Aaliyah Manager, LLC, a Delaware limited liability company (“Aaliyah Manager”), Vivint Solar Rebecca Manager, LLC, a Delaware limited liability company (“Rebecca Manager”), Vivint Solar Hannah Manager, LLC, a Delaware limited liability company (“Hannah Manager”), Vivint Solar Nicole Manager, LLC, a Delaware limited liability company (“Nicole Manager”), Vivint Solar Elyse Manager, LLC, a De
LEASE TERMINATION AGREEMENT Thanksgiving Park Five, LLC/Vivint Solar, Inc.Lease Termination Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
THIS AGREEMENT (this “Agreement”) is entered into as of the 15th day of September, 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 Agreement collectively as the “Parties” and individually as a “Party.”)
