0001564590-15-001420 Sample Contracts

NINTH SUPPLEMENTAL INDENTURE Dated as of March 9, 2015 to INDENTURE Dated as of October 15, 2014 4.00% Solar Bonds, Series 2015/5-5
Indenture • March 9th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

NINTH SUPPLEMENTAL INDENTURE, dated as of March 9, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

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DISTRIBUTION AGREEMENT by and among SolarCity Corporation and Incapital LLC March 9, 2015
Distribution Agreement • March 9th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

The undersigned, [___], Chief Executive Officer, and [___], Chief Financial Officer, of SolarCity Corporation, a Delaware corporation (the “Company”), pursuant to Section VII(a) of the Distribution Agreement, dated March 9, 2015 (the “Distribution Agreement”), by and among the Company and Incapital LLC, a limited liability company that is registered as a broker-dealer, do hereby certify on this ___ th day of ____, 2015 that, to our knowledge (capitalized terms shall have the meanings ascribed to them in the Distribution Agreement):

ELEVENTH SUPPLEMENTAL INDENTURE Dated as of March 9, 2015 to INDENTURE Dated as of October 15, 2014 5.75% Solar Bonds, Series 2015/7-15
Eleventh Supplemental Indenture • March 9th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of March 9, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

TENTH SUPPLEMENTAL INDENTURE Dated as of March 9, 2015 to INDENTURE Dated as of October 15, 2014 5.00% Solar Bonds, Series 2015/6-10
Tenth Supplemental Indenture • March 9th, 2015 • Solarcity Corp • Construction - special trade contractors • New York

TENTH SUPPLEMENTAL INDENTURE, dated as of March 9, 2015 (the “Supplemental Indenture”), between SolarCity Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal executive office located at 3055 Clearview Way, San Mateo, California, 94402, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee”), to the indenture, dated as of October 15, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).

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