0001564590-14-005539 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR LICENSING, LLC
Limited Liability Company Agreement • November 12th, 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.

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TRADEMARK ASSIGNMENT AGREEMENT
Trademark Assignment Agreement • November 12th, 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 September 30, 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”).

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TRADEMARK ASSIGNMENT AGREEMENT
Trademark Assignment Agreement • November 12th, 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 September 30, 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”).

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • November 12th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah

This TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of September 30, 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”.

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MARKETING AND CUSTOMER RELATIONS AGREEMENT
Marketing and Customer Relations Agreement • November 12th, 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 September 30, 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”.

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MASTER INTERCOMPANY FRAMEWORK AGREEMENT
Master Intercompany Framework Agreement • November 12th, 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 September 30, 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”.

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TERMINATION AGREEMENT (Turnkey Full-Service Sublease Agreement)
Termination Agreement • November 12th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah

This TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2014, by and between VIVINT SOLAR HOLDINGS, INC., a Delaware corporation f/k/a Vivint Solar, Inc. (together with its successors and permitted assigns, the “Company”), and VIVINT, INC., a Utah corporation (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”.

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PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT Between VIVINT, INC. and VIVINT SOLAR DEVELOPER, LLC Dated as of September 30, 2014
Product Development and Supply Agreement • November 12th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah

This PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”) is entered into as of September 30, 2014 (“Effective Date”), by and between VIVINT SOLAR DEVELOPER, LLC, a Delaware limited liability company (“Vivint Solar”), and VIVINT, INC., a Utah corporation (“Vivint”). Vivint Solar and Vivint are referred to herein individually as a “Party”, and collectively as the “Parties”.

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BILL OF SALE AND ASSIGNMENT
Bill of Sale and Assignment • November 12th, 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 September 30, 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”.

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 12th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces • Utah

THIS AGREEMENT (the “Agreement”) by and between V Solar Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 12th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces

This Transition Services Agreement (“TSA”) is made and entered into as of September 30, 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”.

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • November 12th, 2014 • Vivint Solar, Inc. • Heating equipment, except electric & warm air furnaces

This NON-COMPETITION AGREEMENT (“Agreement”) is made and entered into as of September 30, 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”.

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