ASSET PURCHASE AGREEMENT BY AND AMONG SOLARCITY CORPORATION POPPY ACQUISITION LLC PARAMOUNT GR HOLDINGS, LLC PARAMOUNT ENERGY SOLUTIONS, LLC, AND PARAMOUNT GR HOLDINGS, LLC, AS REPRESENTATIVE AUGUST 13, 2013Asset Purchase Agreement • August 19th, 2013 • Solarcity Corp • Construction - special trade contractors • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2013 by and among SolarCity Corporation, a Delaware corporation (“Buyer”), Poppy Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Acquisition Sub”), Paramount GR Holdings, LLC, a Delaware limited liability company (“Parent”), Paramount Energy Solutions, LLC, a California limited liability company and a wholly owned subsidiary of Parent (“PES” and, together with Parent, each, a “Seller” and, collectively, the “Sellers”), and Parent, solely in its capacity as the representative of the Parent Holders (the “Representative”). Each of Buyer, Acquisition Sub, the Sellers and the Representative are referred to herein sometimes as a “Party” and together as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning set forth in Article 1.
