0001193125-11-195233 Sample Contracts

Contract
Enphase Energy, Inc. • July 25th, 2011 • Semiconductors & related devices • Delaware

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

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Contract
Warrant Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

ENPHASE ENERGY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California

This Change in Control and Severance Agreement (the “Agreement”) is dated as of June 14, 2011, by and between Dennis Hollenbeck (“Executive”) and Enphase Energy, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.

SUBORDINATED CONVERTIBLE LOAN FACILITY AND SECURITY AGREEMENT by and between KPCB HOLDINGS, INC., AS NOMINEE, as Agent and Lender, THE OTHER PARTIES NAMED HEREIN, each as a Lender, and ENPHASE ENERGY, INC., as Borrower
Security Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California

This SUBORDINATED CONVERTIBLE LOAN FACILITY AND SECURITY AGREEMENT (this or the “Agreement”) is made as of June 14, 2011 (the “Effective Date”) by and among Enphase Energy, Inc., a Delaware corporation (“Borrower”), KPCB Holdings, Inc., as nominee, a California corporation (“KPCB”), as a Lender hereunder and in its capacity as Agent on behalf of the Lenders hereunder, and the other Persons named herein or who may become parties hereto (together with KPCB, referred to herein individually as a “Lender” and collectively as the “Lenders”), as Lenders, in accordance with the terms of this Agreement.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 13, 2011 and is entered into by and between ENPHASE ENERGY, INC., a Delaware corporation (“Parent”), and each of Parent’s other subsidiaries joined hereto (“Joined Subsidiaries”, together with Parent hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).

AMENDED AND RESTATED VENTURE LOAN AND SECURITY AGREEMENT
Venture Loan and Security Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • Connecticut
ENPHASE ENERGY, INC. EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California

This Executive Severance Agreement (the “Agreement”) is dated as of June 14, 2011, by and between Paul B. Nahi (“Executive”) and Enphase Energy, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.

ENPHASE ENERGY, INC. BRIDGE BANK, NATIONAL ASSOCIATION COMERICA BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of March 24, 2011, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bridge” and, solely in its capacity as collateral agent for the Lenders (as defined below), “Collateral Agent”), COMERICA BANK (“Comerica” and, collectively, with Bridge, the “Lenders” and each, individually, a “Lender”) and INPHASE ENERGY, INC. (“Borrower”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • Delaware

This Employment Agreement (the “Agreement”) is entered into as of March 21, 2006 (the “Effective Date”) between PVI Solutions, Inc., a Delaware corporation with its principal offices located at 25 Halsey Avenue, Petaluma, California 94952 (the “Company”), and Raghuveer R. Belur, a resident of California (the “Employee”).

ENPHASE ENERGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 15, 2010
Investors’ Rights Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • Delaware

This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of March 15, 2010, by and among Enphase Energy, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor” and all of whom herein collectively are referred to as “Investors.”

November 12, 2009 Sanjeev Kumar Dear Sanjeev:
Sanjeev Kumar • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California
August 23, 2010 Bill Rossi Palo Alto, California Dear Bill:
Enphase Energy, Inc. • July 25th, 2011 • Semiconductors & related devices • California
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