AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLARCITY CORPORATION, SUNFLOWER ACQUISITION CORPORATION, SUNFLOWER ACQUISITION LLC, SILEVO, INC., RICHARD LIM, AS SECURITYHOLDER REPRESENTATIVE, AND, WITH RESPECT TO ARTICLE VIII, ARTICLE IX AND ARTICLE X...Merger Agreement • June 17th, 2014 • Solarcity Corp • Construction - special trade contractors • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2014 by and among SolarCity Corporation, a Delaware corporation (“Parent”), Sunflower Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub One”), Sunflower Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, “Merger Subs”), Silevo, Inc., a Delaware corporation (the “Company”), Richard Lim, solely in his capacity as securityholder representative (the “Securityholder Representative”), and, with respect to Article VIII, Article IX and Article X only, 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.
