Solarcity Corp Sample Contracts

SOLARCITY CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 5th, 2012 • Solarcity Corp • Construction - special trade contractors • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between SolarCity Corporation, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

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SolarCity Corporation Common Stock, par value $0.0001 Underwriting Agreement
Underwriting Agreement • November 27th, 2012 • Solarcity Corp • Construction - special trade contractors • New York

SolarCity Corporation, 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”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Common Stock, par value $0.0001 per share (“Stock”) of the Company. The stockholders of the Company named in Schedule II hereto (the “Selling

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U.S. Bank National Association, as Trustee One Hundred-and-Sixty-Eighth SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 28th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

One Hundred-and-Sixty-Eighth SUPPLEMENTAL INDENTURE, dated as of December 28, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

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ONE HUNDRED-AND-EIGHTY-SECOND SUPPLEMENTAL INDENTURE Dated as of August 17, 2016 to INDENTURE Dated as of October 15, 2014 6.50% Solar Bonds, Series 2016/13-18M
Supplemental Indenture • August 18th, 2016 • Solarcity Corp • Construction - special trade contractors • New York

ONE HUNDRED-AND-EIGHTY-SECOND SUPPLEMENTAL INDENTURE, dated as of August 17, 2016 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

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SOLARCITY CORPORATION, as Issuer, -and- U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 15, 2014 Solar Bonds
Indenture • October 15th, 2014 • Solarcity Corp • Construction - special trade contractors • New York

INDENTURE, dated as of October 15, 2014 (this “Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLARCITY CORPORATION, SUNFLOWER ACQUISITION CORPORATION, SUNFLOWER ACQUISITION LLC, SILEVO, INC., RICHARD LIM, AS SECURITYHOLDER REPRESENTATIVE, AND, WITH RESPECT TO ARTICLE VIII, ARTICLE IX AND ARTICLE X...
Merger Agreement • June 17th, 2014 • Solarcity Corp • Construction - special trade contractors • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2014 by and among SolarCity Corporation, a Delaware corporation (“Parent”), Sunflower Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub One”), Sunflower Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, “Merger Subs”), Silevo, Inc., a Delaware corporation (the “Company”), Richard Lim, solely in his capacity as securityholder representative (the “Securityholder Representative”), and, with respect to Article VIII, Article IX and Article X only, U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.

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CREDIT AGREEMENT Dated as of March 8, 2012 among SOLARCITY CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and THE LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole...
Credit Agreement • October 5th, 2012 • Solarcity Corp • Construction - special trade contractors • New York

This CREDIT AGREEMENT is entered into as of March 8, 2012, among SOLARCITY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent.

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SHARE LENDING AGREEMENT Dated as of [ ], 2013 Between SolarCity Corporation (“Lender”) and Goldman Sachs Financial Markets, L.P. (“Borrower”) and Goldman, Sachs & Co. (“Agent”)
Share Lending Agreement • August 2nd, 2013 • Solarcity Corp • Construction - special trade contractors • New York

This AGREEMENT sets forth the terms and conditions under which Borrower may, from time to time, borrow from Lender shares of Common Stock. Borrower is acting as principal and Agent, its Affiliate, is acting as agent for Borrower under this Agreement.

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LOAN AGREEMENT among HAMMERHEAD SOLAR, LLC, a Delaware limited liability company (Borrower); BANK OF AMERICA, N.A. (as the Collateral Agent and Administrative Agent); and THE LENDERS PARTIES HERETO
Loan Agreement • October 10th, 2014 • Solarcity Corp • Construction - special trade contractors • New York

This LOAN AGREEMENT, dated as of February 4, 2014 (this “Agreement”), is made by and among HAMMERHEAD SOLAR, LLC, a Delaware limited liability company (the “Borrower”), 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 (individually, a “Lender” and, collectively, the “Lenders”), and BANK OF AMERICA, N.A, as the collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”) and as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”, and, together with the Collateral Agent, the “Agents”).

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AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY
Research and Development Agreement • November 6th, 2014 • Solarcity Corp • Construction - special trade contractors • New York

This AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Agreement”) is effective as of September 2, 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 College of Nanoscale Science and Engineering (“CNSE”) of the State University of New York (the “SUNY”), 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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ONE HUNDRED-AND-TWENTY-FOURTH SUPPLEMENTAL INDENTURE Dated as of September 11, 2015 to INDENTURE Dated as of October 15, 2014 Solar Bonds, Series 2015/R3
Supplemental Indenture • September 11th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

ONE HUNDRED-AND-TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of September 11, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 21st, 2016 • Solarcity Corp • Construction - special trade contractors • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of November 21, 2016 among SolarCity Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the “Trustee”).

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AGREEMENT AND PLAN OF MERGER Dated as of July 31, 2016 Among Tesla Motors, Inc., SolarCity Corporation And D Subsidiary, Inc.
Merger Agreement • August 1st, 2016 • Solarcity Corp • Construction - special trade contractors • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 30, 2016, among SolarCity Corporation, a Delaware corporation (the “Company”), Tesla Motors, Inc., a Delaware corporation (“Parent”), and D Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

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SOLARCITY CORPORATION Underwriting Agreement
Underwriting Agreement • October 21st, 2013 • Solarcity Corp • Construction - special trade contractors • New York

SolarCity Corporation, 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”) an aggregate of $200,000,000 principal amount of the 2.75% Convertible Senior Notes due 2018, convertible into common stock, par value $0.0001 per share (the “Stock”), of the Company, specified above (the “Firm Securities”). The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional $30,000,000

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2013 among SOLARCITY CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C...
Credit Agreement • September 4th, 2014 • Solarcity Corp • Construction - special trade contractors • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 1, 2013, among SOLARCITY CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

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Voting and Support Agreement
Voting and Support Agreement • August 1st, 2016 • Solarcity Corp • Construction - special trade contractors • Delaware

VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 31, 2016, by and among the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become “Stockholders” pursuant to Section 3 below, collectively, the “Stockholders” and each individually, a “Stockholder”), and SolarCity Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

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REVOLVING CREDIT AGREEMENT Dated as of April 1, 2011 among SOLARCITY CORPORATION, as the Borrower, The Lenders Parties Hereto, and U.S. BANK NATIONAL ASSOCIATION, As Agent
Revolving Credit Agreement • October 5th, 2012 • Solarcity Corp • Construction - special trade contractors • California

This Revolving Credit Agreement (this “Agreement”) dated as of April 1, 2011 is among SolarCity Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (collectively, the “Lenders” and individually a “Lender”) and U.S. Bank National Association, a national banking association organized under the laws of the United States, as agent for the Lenders hereunder (in such capacity, the “Agent”). Upon execution of this Agreement and updating of Schedule 2.1(a) by the Agent, a bank or other financial institution acceptable to the Borrower and the Agent shall be considered a Lender hereunder and shall be subject to all of the terms and conditions hereof without any further requirement.

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FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY
Research & Development Agreement • May 6th, 2015 • Solarcity Corp • Construction - special trade contractors

This FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of March 30, 2015 (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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CREDIT AGREEMENT
Credit Agreement • May 10th, 2016 • Solarcity Corp • Construction - special trade contractors

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

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REQUIRED GROUP AGENT ACTION NO. 15
Required Group Agent Action • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors

This REQUIRED GROUP AGENT ACTION NO. 15 (this “Action”), dated as of April 25, 2016 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”) and National Bank of Arizona (“NBAZ Agent”, and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As used in this Action, capitali

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AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • September 4th, 2014 • Solarcity Corp • Construction - special trade contractors • New York

THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”), dated as of December 6, 2013 (the “Amendment Effective Date”), is by and among AU SOLAR 1, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, CREDIT SUISSE SECURITIES (USA) LLC, ING CAPITAL LLC and RABOBANK N.A., as joint lead arrangers (the “Joint Lead Arrangers”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the collateral agent for the Secured Parties (the “Collateral Agent” and together with the Borrower, the Joint Lead Arrangers and the Administrative Agent, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

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SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY
Research and Development Agreement • October 30th, 2015 • Solarcity Corp • Construction - special trade contractors

This SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY (this “Amendment”) is effective as of September 1, 2015 (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, LLC (“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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AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLARCITY CORPORATION, ZOOM ACQUISITION CORPORATION, ZOOM ACQUISITION LLC, ZEP SOLAR, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SHAREHOLDER REPRESENTATIVE, AND WITH RESPECT TO ARTICLE VIII, IX AND X...
Merger Agreement • October 10th, 2013 • Solarcity Corp • Construction - special trade contractors • California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 8, 2013 (the “Agreement Date”) by and among SolarCity Corporation, a Delaware corporation (“Parent”), Zoom Acquisition Corporation, a California corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub One”) Zoom Acquisition LLC, a California limited liability company and a wholly-owned direct subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, the “Merger Subs”), Zep Solar, Inc., a California corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as shareholder representative (the “Shareholder Representative”), and with respect to Articles VIII, IX and X, U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.

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THIRD AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • October 5th, 2012 • Solarcity Corp • Construction - special trade contractors • California

THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Third Amendment”) dated as of March 6, 2012 is by and between SolarCity Corporation, a Delaware corporation (the “Borrower”) and U.S. Bank National Association (the “Bank”) as a Third Amendment to that certain Term Loan Agreement dated as of January 24, 2011 (as amended by the First Amendment to Term Loan and Security Agreement dated as of May 1, 2011, and as further amended by a letter dated as of October 19, 2011, the “Loan Agreement”) between the Bank and the Borrower. Capitalized terms that are not otherwise defined herein shall have their defined meaning under the Loan Agreement.

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SOLARCITY CORPORATION, as Issuer, -and- U.S. BANK NATIONAL ASSOCIATION, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 29, 2015 to INDENTURE Dated as of October 15, 2014 3.00% Solar Bonds, Series 2015/3-3
Seventh Supplemental Indenture • January 29th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

SEVENTH SUPPLEMENTAL INDENTURE, dated as of January 29, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

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OFFICE LEASE AGREEMENT BETWEEN LOCON SAN MATEO, LLC, a Delaware limited liability company (“LANDLORD”) AND SOLARCITY CORPORATION, a Delaware corporation (“TENANT”)
Office Lease Agreement • October 5th, 2012 • Solarcity Corp • Construction - special trade contractors • California

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of July 30, 2010, (the “Effective Date”) by and between LOCON SAN MATEO, LLC, a Delaware limited liability company (“Landlord”) and SOLARCITY CORPORATION, a Delaware corporation (“Tenant”).

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REQUIRED GROUP AGENT ACTION NO. 28
Required Group Agent Action • March 1st, 2017 • Solarcity Corp • Construction - special trade contractors

This REQUIRED GROUP AGENT ACTION NO. 28 (this “Action”), dated as of December 9, 2016 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”), the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”), National Bank of Arizona (“NBAZ Agent”), Silicon Valley Bank (“SVB Agent”) and CIT Bank, N.A. (“CIT Agent” and collectively with BA Agent, CS Agent, DB Agent, ING Agent, KB Agent, NBAZ Agent and SVB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Group Agents, the Lender

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U.S. Bank National Association, as Trustee Forty-First SUPPLEMENTAL INDENTURE
Forty-First Supplemental Indenture • April 27th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

Forty-First SUPPLEMENTAL INDENTURE, dated as of April 27, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

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FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR RESEARCH & DEVELOPMENT ALLIANCE ON TRIEX MODULE TECHNOLOGY
Research & Development Agreement • February 24th, 2015 • Solarcity Corp • 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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REQUIRED GROUP AGENT ACTION NO. 12
Required Group Agent Action • May 10th, 2016 • Solarcity Corp • Construction - special trade contractors

This REQUIRED GROUP AGENT ACTION NO. 12 (this “Action”), dated as of February 29, 2016, is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), [***], a Delaware limited liability company, Bank of America, N.A., as the Collateral Agent (the “Collateral Agent”) and as the Administrative Agent (the “Administrative Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”), Deutsche Bank AG, New York Branch (“DB Agent”), ING Capital LLC (“ING Agent”), KeyBank National Association (“KB Agent”) and National Bank of Arizona (“NBAZ Agent”, and collectively with BA Agent, CS Agent, DB Agent, ING Agent and KB Agent, the “Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, the Administrative Agent, the Collateral Agent, the Group Agents, the Lenders and the other parties from time to time party thereto. As us

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OMNIBUS AMENDMENT
Omnibus Amendment • August 9th, 2016 • Solarcity Corp • Construction - special trade contractors • New York

THIS OMNIBUS AMENDMENT, dated June 25, 2015 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”), by and among the parties hereto: (1) the Note Purchase Agreement, dated January 9, 2015 (the “Note Purchase Agreement”), by and among FTE Solar I LLC, as issuer (the “Issuer”), SolarCity Finance Company, LLC, as originator (in such capacity, the “Originator”) and as servicer (in such capacity, the “Servicer”), SolarCity Corporation, as parent (“SolarCity”) and as manager (in such capacity, the “Manager”), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”); (2) the Indenture, dated as of January 9, 2015 (the “Indenture”), by and among the Issuer and U.S. Bank National Ass

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SOLARCITY CORPORATION, as Issuer, -and- U.S. BANK NATIONAL ASSOCIATION, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of January 29, 2015 to INDENTURE Dated as of October 15, 2014 2.00% Solar Bonds, Series 2015/1-1
Fifth Supplemental Indenture • January 29th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of January 29, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

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TRANSITION, RETENTION, SEPARATION AGREEMENT AND RELEASE
Transition, Retention, Separation Agreement and Release • January 27th, 2016 • Solarcity Corp • Construction - special trade contractors • California

This Transition, Retention, Separation Agreement and Release (“Agreement”) is made by and between SolarCity Corporation (the “Company”), and Brad Buss (“Employee”).

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SIXTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 30th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

THIS SIXTH AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 24, 2015 (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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REQUIRED GROUP AGENT ACTION NO. 3
Required Group Agent Action No. 3 • October 30th, 2015 • Solarcity Corp • Construction - special trade contractors

This REQUIRED GROUP AGENT ACTION NO. 3 (this “Action”), dated as of July 13, 2015 (the “Effective Date”), is entered into by and among Megalodon Solar, LLC, a Delaware limited liability company (“Borrower”), Bank of America, N.A., as the Administrative Agent (“Administrative Agent”) and the Collateral Agent for the Secured Parties (“Collateral Agent”) and each of Bank of America, N.A. (“BA Agent”), Credit Suisse AG, New York Branch (“CS Agent”) and Deutsche Bank AG, New York Branch (“DB Agent”, and collectively with BA Agent and CS Agent, the “Existing Group Agents”), as Group Agents party to the Loan Agreement, dated as of May 4, 2015 (as amended, the “Loan Agreement”), by and among the Borrower, Administrative Agent, Collateral Agent, the Existing Group Agents, the Lenders and the other parties from time to time parties thereto, on the Effective Date immediately prior to the effectiveness of this Action, and KeyBank National Association, in its capacity as a Group Agent (“KB Agent”)

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