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.
