VIVINT SOLAR, INC. INVOLUNTARY TERMINATION PROTECTION AGREEMENTInvoluntary Termination Protection Agreement • June 27th, 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”).
FORM OF STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2014 AMONG VIVINT SOLAR, INC. AND THE OTHER PARTIES HERETOStockholders 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”).
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 • June 27th, 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 • June 27th, 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”.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 27th, 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”.
LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR LICENSING, LLCLimited Liability Company Agreement • June 27th, 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.
TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • June 27th, 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”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 27th, 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 • June 27th, 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”.
MARKETING AND CUSTOMER RELATIONS AGREEMENTMarketing and Customer Relations Agreement • June 27th, 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 • June 27th, 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 • June 27th, 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 • June 27th, 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 • June 27th, 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
BLACKSTONE ADVISORY PARTNERS L.P.Confidentiality Agreement • June 27th, 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.
PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT Between VIVINT, INC. and VIVINT SOLAR DEVELOPER, LLC Dated as of , 2014Product Development and Supply Agreement • June 27th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah
BILL OF SALE AND ASSIGNMENTBill of Sale and Assignment • June 27th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces
This BILL OF SALE AND ASSIGNMENT (this “Bill of Sale”), is made and entered into as of June , 2014 (the “Effective Date”), by and between VIVINT SOLAR, INC., a Delaware corporation (f/k/a 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”.
