Vivint Solar, Inc. Sample Contracts

VIVINT SOLAR, INC. INDEMNIFICATION AGREEMENT
Indemnification 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”).

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Vivint Solar, Inc. Common Stock, par value $0.01 Underwriting Agreement
Underwriting 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”.

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LIMITED LIABILITY COMPANY AGREEMENT OF Vivint Solar Aaliyah Project Company, LLC dated as of November 5, 2013
Limited 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”).

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GUARANTY
Guaranty • 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”).

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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.

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VIVINT SOLAR, INC. INVOLUNTARY TERMINATION PROTECTION AGREEMENT
Involuntary Termination Protection Agreement • May 8th, 2018 • 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 Bryan Christiansen (“Executive”) and Vivint Solar, Inc. (the “Company”), effective as of June 17, 2016 (the “Effective Date”).

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MAINTENANCE SERVICES AGREEMENT
Maintenance Services Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
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FULL-SERVICE SUBLEASE AGREEMENT
Full-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”.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 7th, 2020 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 28, 2017 (the “Effective Date”), is made by and between Vivint Solar, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Paul Dickson (the “Executive”).

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AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • December 9th, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This AMENDED AND RESTATED VOTING AGREEMENT is dated as of December 9, 2015 (this “Agreement”), and is among 313 Acquisition LLC, a Delaware limited liability company (“Stockholder”), SunEdison, Inc., a Delaware corporation (“Parent”), and SEV Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”).

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MAINTENANCE SERVICES AGREEMENT
Maintenance Services Agreement • September 18th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
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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.

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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, 2014
Lease 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.”)

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FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR MIA PROJECT COMPANY, LLC
Limited 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”).

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FIRST AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (PROJECT AALIYAH)
Development, 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”).

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TRADEMARK LICENSE AGREEMENT
Trademark 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”.

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SUPPORT AGREEMENT
Support Agreement • July 10th, 2020 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This Support Agreement (this “Agreement”), dated as of July 6, 2020, is entered into by and among Sunrun Inc., a Delaware corporation (“Parent”), and 313 Acquisition LLC, a Delaware limited liability company (the “Stockholder”).

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PROJECT GALILEO II LOAN AGREEMENT
Loan Agreement • August 8th, 2019 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

This LOAN AGREEMENT, dated as of May 31, 2019 (this “Agreement”), is made by and among Vivint Solar Asset 2 Project Company, 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 (each individually, a “Lender” and, collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, 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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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...
Credit 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”).

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BLACKSTONE ADVISORY PARTNERS L.P.
Engagement Letter • 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.

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FIRST AMENDMENT TO MAINTENANCE SERVICES AGREEMENT
Maintenance Services Agreement • May 14th, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

This FIRST AMENDMENT TO MAINTENANCE SERVICES AGREEMENT (this “First Amendment”) is dated as of April 15, 2015 by and between Vivint Solar Provider, LLC, a Delaware limited liability company (“Provider”) and Vivint Solar Rebecca Project Company, LLC, a Delaware limited liability company (“Company”).

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SECOND AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (PROJECT MIA)
Development, 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”).

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FIRST AMENDMENT TO DEVELOPMENT, EPC AND PURCHASE AGREEMENT (PROJECT MIA)
Development, 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”).

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LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR LICENSING, LLC
Limited Liability Company Agreement • November 12th, 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.

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TRADEMARK ASSIGNMENT AGREEMENT
Trademark 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”).

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AGREEMENT AND PLAN OF MERGER by and among SUNEDISON, INC., SEV MERGER SUB INC. AND VIVINT SOLAR, INC. Dated as of July 20, 2015
Agreement and Plan of Merger • July 22nd, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

This AGREEMENT AND PLAN OF MERGER, dated as of July 20, 2015 (this “Agreement”), by and among SunEdison, Inc., a Delaware corporation (“Parent”), SEV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Vivint Solar, Inc., a Delaware corporation (the “Company”).

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FORM OF STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2014 AMONG VIVINT SOLAR, INC. AND THE OTHER PARTIES HERETO
Shareholder Agreement • June 27th, 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”).

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FIRST AMENDMENT TO AMENDED AND RESTATED SUBORDINATED NOTE AND LOAN AGREEMENT
Subordinated 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”).

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AMENDED AND RESTATED SUBORDINATED NOTE AND LOAN AGREEMENT
Subordinated 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”):

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AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER by and among SUNEDISON, INC., SEV MERGER SUB INC. AND VIVINT SOLAR, INC. Dated as of December 9, 2015
Agreement and Plan of Merger • December 9th, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

INDENTURE, dated as of [ ], 2015, between SunEdison, Inc., a Delaware corporation, as issuer (the “Company”), and Computershare Trust Company, National Association, as trustee, conversion agent, registrar, bid solicitation agent and paying agent (in such capacities, the “Trustee”, “Conversion Agent”, “Registrar”, “Bid Solicitation Agent” and “Paying Agent”, respectively).

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FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR REBECCA PROJECT COMPANY, LLC
Limited Liability Company Agreement • May 14th, 2015 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR REBECCA PROJECT COMPANY, LLC (this “First Amendment”) is dated as of April 15, 2015 by and between Vivint Solar Rebecca Manager, LLC, a Delaware limited liability company (“Sponsor Sub”), and Blackstone Holdings I, L.P., a Delaware limited partnership (“Investor”).

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TRANSITION SERVICES AGREEMENT
Transition 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”.

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NON-COMPETITION AGREEMENT
Non-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”.

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FIRST AMENDMENT TO SUBORDINATED NOTE AND LOAN AGREEMENT
Subordinated 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”).

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Contract
Subordination 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

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