AMENDED AND RESTATED CHANNEL AGREEMENT between Sunrun Inc. and Complete Solar, Inc. dated

Exhibit 10.19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE COMPLETE SOLARIA, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO COMPLETE SOLARIA, INC. IF PUBLICLY DISCLOSED.

AMENDED AND RESTATED CHANNEL AGREEMENT

between

Sunrun Inc.

and

Complete Solar, Inc.

dated

            11/27/2017                 

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

LIST OF EXHIBITS

AMENDED AND RESTATED CHANNEL AGREEMENT

This AMENDED AND RESTATED CHANNEL AGREEMENT (“Agreement”) is made as of 11/27/2017 and shall be effective as of 11/27/2017 (“Effective Date”), by and between Sunrun Inc., a Delaware corporation (“Sunrun”) and Complete Solar, Inc., a Delaware corporation (“Contractor”). Sunrun and Contractor may be referred to herein in the singular as “Party” or jointly as “Parties”.

RECITALS

WHEREAS, Sunrun and Contractor believe they can jointly leverage each other’s strengths in their respective product offerings to develop a compelling solar solution;

WHEREAS, the Parties further believe that a cooperative sales and marketing effort will work to the parties’ mutual benefit and create new market opportunities for each party’s respective products and services;

WHEREAS, the Parties intend to enter into an Amended and Restated Master Solar Facility Turnkey Contract contemporaneously with this Agreement;

WHEREAS, Contractor desires to market and sell Sunrun Products, and Sunrun desires to support Contractor in that activity; and

WHEREAS, this Agreement is intended to amend and restate that certain Channel Agreement between the Parties dated August 1, 2014, as amended.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, it is agreed:

ARTICLE 1 – KEY DEFINITIONS

1.1 Definitions. The Parties hereby agree that capitalized terms used in this Agreement, unless otherwise defined herein or in a particular Addendum, shall have the meanings assigned below:

“Approved Email Address” has the meaning set forth in Exhibit C.

“Agreement” has the meaning set forth in the preamble.

“Confidential Information” shall have the meaning set forth in Section 6.2.

“Contractor” has the meaning set forth in the preamble.

“Contractor Activities” shall have the meaning set forth in Section 2.1.

“Customer Promotion Guidelines” means the customer promotion guidelines set forth in Exhibit K, as amended from time to time by Sunrun in its sole discretion with notice to Contractor.

“Deposit” means the amount due from Host Customer at signing of the Solar Customer Agreement, such amount as specified in the documentation generated by the Online Proposal System.

“Effective Date” has the meaning set forth in the preamble.

“Force Majeure Event” includes acts of God such as storms, fires, floods, lightning and earthquakes, war, riot, acts of a public enemy or other civil disturbance, or a strike, walkout, lockout or other significant labor dispute, deterioration of the financing markets or other causes beyond the affected Party’s reasonable control.

“Governmental Authority” means any governmental, administrative or municipal authority, including any ministry, department, municipality, instrumentality, agency or commission (including the California Energy Commission (“CEC”)) under direct or indirect control of any city, county, state or Federal government, or governmental entity with jurisdiction over the applicable Solar Facility or any part of the Work wherever such components of the Work may be located.

“Governmental Authorizations” means all permits, consents, decisions, licenses, approvals, certificates, confirmations or exemptions from, and all applications and notices filed with or required by, any Governmental Authority that are necessary for the performance of the Work or any other obligation of either Party pursuant to this Agreement.

“Home Improvement Salesperson” shall have the meaning assigned to it by the Contractor’s State Licensing Board of California on the Contractor’s State Licensing Board’s website at ▇▇▇.▇▇▇▇.▇▇.▇▇▇.

“Host Customer” is the signatory of the Solar Customer Agreement, other than Sunrun.

“Host Customer Information” means a Host Customer’s contact details and related information.

“Incentive Program” has the meaning set forth in Section 5.2.

“Initial Deal Package” means those items relating to a potential Host Customer’s agreement with Sunrun that must be included for an Order to be complete which vary from geography to geography in large part due to Utility-specific requirements, an example of such items is included on the attached EXHIBIT E. Sunrun shall use commercially reasonable efforts to notify Contractor prior to revising the Initial Deal Package; provided, however, that the Initial Deal Package may be revised from time to time by Sunrun with notice to Contractor, without requiring an amendment to this Agreement, if determined to be necessary by Sunrun in its sole discretion.

“Initial Payment” means the amount due, if any, from Host Customer to Sunrun in addition to the Deposit on or before the first day of installation of the Solar Facility pursuant to a Solar Customer Agreement, such amount as specified in the documentation generated by the Online Proposal System.

“Installations” shall have the meaning set forth in Exhibit F.

“Law” means any applicable constitution charter, act, statute, law, ordinance, code (including, without limitation national, state and local building, installation, and construction codes and standards), rule, case law, regulation, order, treaty, decree, announcement, Governmental Authorization, or published practice or any interpretation thereof, or other legislative or administrative action of any Governmental Authority, or specified standards or objective criteria contained in any applicable Governmental Authorization, or a final decree, judgment, or order of a court, or any applicable engineering, construction, or safety regulation or code.

“Leads Program” has the meaning set forth in Section 5.1.

“Lien” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, right of retention, charge or other encumbrance of any kind, or any conditional sale contract, title retention contract or other agreement to give any of the foregoing.

“Marketing and Brand Guidelines” means the marketing and brand usage guidelines set forth in Exhibit H, as amended from time to time by Sunrun in its sole discretion with notice to Contractor.

“Master Solar Facility Turnkey Contract” means a design, engineering, procurement, installation and construction contract already entered into or to be entered into between the Parties.

“Minimum Volume Commitments” means the volume commitments set forth in Exhibit F.

“Net Orders” has the meaning set forth in Exhibit F.

“Online Proposal System” means the website managed by Sunrun used by the Contractor to create proposals, sales documents and manage certain operations functions, as described more fully in Exhibit C.

“Order” has the meaning set forth in Section 4.1

“Party” or “Parties” has the meaning set forth in the preamble.

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization, association or Governmental Authority.

“Project Policies Guidebook” means the project policies guidebook set forth in Exhibit L, as amended from time to time by Sunrun in its sole discretion with notice to Contractor.

“Prudent Practices” shall mean those practices, methods, specifications and standards of safety and performance, which are commonly used by professional engineering and construction firms which in the exercise of reasonable judgment and in the light of the facts known at the time the decision was made are considered good, safe and prudent practice in connection with the design, engineering, procurement and installation of solar facilities and equipment. Prudent Practices are not intended to be limited to the optimum practice or method to the exclusion of all others, but rather to be a spectrum of reasonable and prudent practices and methods.

“Qualified Customer” means a customer who meets all of the following minimum criteria: (i) has demonstrated ability to pay as determined by the Sunrun credit approval process; (ii) resides within the Territory and (iii) has signed a Solar Customer Agreement in relation to a Solar Facility with a size of at least 2.00 kW DC.

“Quarterly Review” means the quarterly business meeting attended by senior management personnel of Sunrun and Contractor, as more fully described in Exhibit E.

“Rebate” has the meaning set forth in Master Solar Facility Turnkey Contract.

“Sales and Installation Forecast” means a rolling 12-week forecast by geography of Net Orders and Installations to be provided by Contractor to Sunrun in accordance with the terms of Exhibit O.

“Sales and Installation Outlook” means a rolling 12-month forecast by geography of Net Orders and Installations to be provided by Contractor to Sunrun in accordance with the terms of Exhibit P.

“Sales Guidelines” means the sales guidelines set forth in Exhibit J, as amended from time to time by Sunrun in its sole discretion with notice to Contractor.

“Sales Incentive Program” has the meaning set forth in Section 5.2(a).

“Solar Customer Agreement” means the customer agreement entered into by and between Sunrun and a particular Host Customer whereby (i) Sunrun agrees to sell and Host Customer agrees to purchase solar electric energy produced by the Solar Facility; (ii) Sunrun agrees to lease to Host Customer the Solar Facility; or (iii) Sunrun agrees to provide other products or services which may be related to photovoltaic systems to the Host Customer on the terms set forth therein.

“Solar Facility” means a complete photovoltaic system designed, engineered, procured, constructed, installed, tested, commissioned, and started-up in accordance with a Master Solar Facility Turnkey Contract.

“Solar Facility Price” has the meaning set forth in Section 4.4(a).

“Solar Financing Product” means a product offering to a customer in which a single photovoltaic system is both (i) installed on the property of such customer and (ii) owned by a Person other than such customer, including but not limited to contractual arrangements pursuant to which such photovoltaic systems are leased to such customer or pursuant to which electricity from such photovoltaic systems is sold to such customer under a power purchase agreement. For the avoidance of doubt, photovoltaic systems financed through home equity lines of credit, home equity loans, same-as-cash financing, and municipal financing programs are not Solar Financing Products.

“Subcontractor” shall mean a person or entity of any tier directly or indirectly engaged by Contractor regarding the performance or provision of the Contractor Activities or the fulfillment, in whole or in part, of any obligation undertaken by Contractor in connection with this Agreement.

“Sunrun” shall have the meaning set forth in the preamble.

“Sunrun Background Check Requirements” has the meaning set forth in Exhibit M.

“Sunrun Products” means the Solar Facility financing and installation packages and related products and services offered by Sunrun, as may be adjusted by Sunrun in its sole discretion from time to time, including but not limited to the products sold through the Solar Customer Agreement.

“Territory” shall means the geographies set forth in Exhibit B, provided that such Exhibit may be amended anytime by Sunrun to include additional geographies upon notice by Sunrun to Contractor.

ARTICLE 2 – RELATIONSHIP

2.1 Appointment. Subject to the terms and conditions of this Agreement, Sunrun hereby appoints Contractor as Sunrun’s sales representative, and Contractor accepts such appointment, for the sole purpose of soliciting orders for the Sunrun Products in the Territory during the Term (such solicitation, the “Contractor Activities”).

2.2 [INTENTIONALLY LEFT BLANK]

2.3 Status of Contractor. Contractor shall perform and execute the provisions of this Agreement as an independent contractor to Sunrun and shall not be an agent, employee, joint venturer or partner of Sunrun. Contractor shall be solely responsible for the employment, control and conduct of all persons in its employ, and Contractor shall make all withholdings and payments of all payroll taxes and similar obligations, including income tax, social security tax, unemployment tax and worker’s compensation taxes, for each of its employees and salespersons.

2.4 Subcontractors.

(a) No contractual relationship shall exist between Sunrun and any Subcontractor with respect to the Contractor Activities performed hereunder. No Subcontractor is intended to be or shall be deemed a third party beneficiary of this Agreement. Contractor shall be fully responsible for the works, services, and materials and the acts, defaults and neglects of any Subcontractor, its agents or employees as fully as if they were Contractor’s own or those of Contractor’s agents or employees, and the acts and omissions of each Subcontractor shall be deemed and treated as the acts and omissions of Contractor itself. Contractor shall not use any Subcontractor that directly offers a Solar Financing Product. The term “directly offers” in the previous sentence shall mean a Subcontractor’s actions in offering a Solar Financing Product in which such Subcontractor is the counterparty to the agreement with the customer purchasing such Solar Financing Product.

(b) All Subcontractors set forth on Exhibit R are, as of the Effective Date, approved by Sunrun to perform Contractor Activities. Prior to hiring or engaging any new Subcontractor that is not already contained in Exhibit R to perform Contractor Activities, Contractor shall provide Sunrun with written notice of its intent to use such Subcontractor, and Sunrun shall have thirty (30) days to approve or deny in writing Contractor’s use of such Subcontractor to perform Contractor Activities. In the event that Sunrun does not either approve or deny Contractor’s request to use such Subcontractor within thirty (30) days of receipt thereof, Sunrun shall be deemed to have consented to the use of such Subcontractor. Furthermore, on a quarterly basis, within ten (10) days of the end of such quarter, Contractor shall provide

to Sunrun a list of all Subcontractors used by Contractor during such quarter. Sunrun shall have the right to review such Subcontractor list and to reject any Subcontractor in Sunrun’s sole discretion, and Contractor shall no longer subcontract with any such rejected Subcontractor to perform Contractor Activities. Further, if any Subcontractor is deemed by Sunrun, in Sunrun’s reasonable discretion, to have violated any of the Contractor’s Responsibilities in Article 3 or to be directly offering a Solar Financing Product, then Sunrun shall have the right to reject such Subcontractor upon ten (10) days’ notice to Contractor and Contractor shall no longer be permitted to use such rejected Subcontractor to perform Contractor Activities. Contractor shall ensure and provide confirmation that such rejected Subcontractor has stopped performing Contractor Activities under this Agreement.

2.5 Sales Representatives. Periodically, as requested by Sunrun, Contractor shall provide Sunrun a list identifying each of its individual sales representatives who are performing Contractor Activities on behalf of Contractor or any Subcontractor. Without limiting any other rights Sunrun has under this Agreement or the law, in the event that an individual sales representative violates or there is a claim that an individual sales representative has violated any provision of this Agreement including but not limited to, Contractor’s Responsibilities set forth in Section 3.2 herein, such individual sales representative, upon Sunrun’s request, shall immediately stop performing Contractor Activities under this Agreement. Contractor shall ensure and provide confirmation that such individual sales representative has stopped performing Contractor Activities under this Agreement.

ARTICLE 3 – RESPONSIBILITIES

3.1 Sunrun Responsibilities. Sunrun agrees, at its own expense, to:

(a) provide Contractor with access and use of the Online Proposal System on a nonexclusive, nontransferable basis and subject to the terms of this Agreement;

(b) make reasonable efforts to notify Contractor in advance of new Sunrun marketing programs and changes to the Sunrun Products and pricing; and honor historic pricing and marketing programs for fourteen (14) days following any change in pricing, provided, however, that Sunrun shall be under no obligation to honor pricing generated by the Online Proposal System for a particular Solar Facility in the event that any Rebates applicable to that Solar Facility are reduced or become unavailable during such fourteen (14) day period;

(c) make payments to Contractor for its performance of certain Service Requests and for reaching goals under the Incentive Program; and

(d) act in a manner consistent with all applicable Laws in performing under this Agreement.

3.2 Contractor Responsibilities. Contractor agrees, at its own expense, to:

(a) make best commercial efforts to promote, market and sell the Sunrun Products in the Territory so as to meet or exceed the (i) Minimum Volume Commitments, (ii) the Sales and Installation Forecast and (iii) Sales and Installation Outlook and provide such reports in the format and within the timeframes required hereby;

(b) adhere to the Marketing and Brand Guidelines;

(c) adhere to Sales Guidelines;

(d) adhere to Customer Promotion Guidelines;

(e) deliver the Sales and Installation Forecast Report to Sunrun by the close of business on Friday of every week;

(f) deliver the Sales and Installation Outlook Report to Sunrun by the close of business on the last Business Day of every month;

(g) send senior management, salespersons and other appropriate personnel to participate in trainings programs provided by Sunrun from time to time;

(h) encourage Sunrun’s attendance at its sales meetings, customer site visits, marketing events and business development opportunities, in Contractor’s sole discretion;

(i) collect a complete Initial Deal Package and provide the same to Sunrun in accordance with its reasonable instructions;

(j) obtain additional information or documentation from the Host Customer (i.e., additional personal guarantees or credit information) in the event Sunrun has rejected an Order for lack of such additional information or documentation, to be used by Sunrun when Sunrun reconsiders such Order for acceptance;

(k) during the Term of the Agreement, not to, without the prior consent of Sunrun, directly or indirectly solicit or attempt to solicit any current employee of Sunrun to leave the employment of Sunrun. For the purposes of this Section 3.2(k), a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as solicitation; and the hiring of any such employee(s) who freely responds thereto shall not be in breach of this Section 3.2(k);

(l) avoid deceptive, misleading or unethical representations or practices in marketing the Sunrun Products;

(m) fulfill Service Requests pursuant to the terms of the [Amended and Restated] Master Solar Facility Turnkey Contract;

(n) offer commission rates to its sales representatives on photovoltaic systems sold as Sunrun Products that are equal to or higher than the commission rates paid on sales of customer-owned photovoltaic systems or other same-as-cash transactions;

(o) if applicable, register sales representatives as Home Improvement Salespersons with the Contractor State Licensing Board in California;

(p) act in a manner consistent with all applicable Laws, but not limited to the Consumer Protection Laws set forth in Exhibit N;

(q) utilize the resources and support provided by Sunrun under this Agreement solely for Contractor Activities;

(r) adhere to Exhibit C and the Online Proposal Guidelines;

(s) adhere to the Project Policies Guidebook; and

(t) comply with the Sunrun Background Check Requirements set forth in Exhibit M.

3.3 Responsibilities of Both Parties. Sunrun and Contractor both agree, at their own expense, to:

(a) prepare for and participate in the Quarterly Review;

(b) place on their respective websites keyword rich links directed to the other Parties’ website;

(c) make commercially reasonable efforts to synchronize and integrate proposal data systems;

(d) in the event the Minimum Volume Commitment is not met for two (2) consecutive months, conduct a detailed review of the Contractor’s activities for the purpose improving sales performance of the Contractor; and

(e) perform their respective obligations under the terms of the Leads Program, if Contractor has not opted out of the Leads Program pursuant to Section 5.1;

ARTICLE 4 – ORDERS

4.1 Order Submission. In connection with its performance of the Contractor Activities, Contractor shall diligently seek to obtain practicable orders for the Sunrun Products (each, an “Order”) on such forms generated by the Online Proposal System and in accordance with such procedures as the parties may establish from time to time. Contractor shall use best commercial efforts to submit a complete Initial Deal Package to Sunrun within forty-eight (48) hours of a potential Host Customer’s signature on the Solar Customer Agreement. To be considered for acceptance, upon receipt by Sunrun each Order must include (i) a completed Solar Customer Agreement with the signature of the potential Host Customer, (ii) a Deposit, if a Deposit is called for by the Solar Customer Agreement, and (iii) a completed Initial Deal Package. No Solar Customer Agreement will be binding until accepted in writing by Sunrun.

4.2 Order Acceptance. Sunrun has the right to reject any Order based on (i) the Solar Customer Agreement not having been generated by the Online Proposal System, (ii) the Solar Customer Agreement having been expired pursuant to the date set forth on such agreement, (iii) the Host Customer not passing Sunrun’s credit approval process, (iv) Host Customer is not a Qualified Customer,

(v) insufficiency of Deposit or Customer signature; (vi) other failure of the Order to comply with the terms of the Project Policies Guidebook; or (vii) its sole discretion irrespective of the satisfaction of any other criteria, provided in each case that Sunrun shall do so in writing within three (3) business days of Sunrun’s receipt of the Order. Delays in Order acceptance by Sunrun shall constitute an equitable adjustment to the Guaranteed Substantial Completion Date in the Master Solar Facility Turnkey Contract between Sunrun and Contractor then in effect.

4.3 Collection of Payments.

(a) If a Deposit is due upon Solar Customer Agreement signing, Contractor shall be responsible for ensuring that Host Customer has paid the Deposit through the Sunrun customer website and/or delivering it through secure processing center designated by Sunrun. Deposits shall be collected and delivered to Sunrun at or about the same time as Contractor delivers the Solar Customer Agreement signed by such potential Host Customer.

(b) If the Host Customer pays Sunrun the Initial Payment in advance of commencement of the Solar Facility installation, then Sunrun will make reasonable efforts to notify Contractor in advance of the scheduled start of work on the Solar Facility. If Contractor has not received such notice, Contractor shall use reasonable efforts to collect the Initial Payment on Sunrun’s behalf, during installation, such payment to be made by Host Customer by check payable to Sunrun and mailed by Contractor to Sunrun within five (5) business days of collection. Contractor expressly disclaims any responsibility for acting as Sunrun’s agent in this regard. If Contractor arrives on the job site to commence work on the Solar Facility and the Host Customer does not provide the required Initial Payment, Contractor shall use reasonable efforts to notify Sunrun and shall proceed with installation of the Solar Facility, provided that if Sunrun wants Contractor to stop work and reschedule the Solar Facility installation to coincide with the Host Customer’s Initial Payment to Sunrun, Sunrun will notify Contractor immediately. Such delay shall pro-rata extend the timelines in the Master Solar Facility Turnkey Contract between the Parties. Contractor will also be entitled to payment from Sunrun for all work performed and materials used through the date of work stoppage.

(c) Sunrun shall solely be responsible for any refunds or other payments made to Host Customer for any reason pursuant Solar Customer Agreement or in association with any Sunrun Product, including but not limited to a cancellation by the Host Customer of the Solar Customer Agreement or an inability of the Contractor to perform under the Master Solar Facility Turnkey Contract, and Contractor agrees not to make any payments directly to the Host Customer. Nothing in this Section 4.3(c), shall limit or otherwise reduce either Party’s ability to pursue the other Party for breaches of the Agreement.

4.4 Solar Facility Pricing and Payment.

(a) Price. Sunrun agrees to purchase Solar Facilities from Contractor for the price Contractor enters into the Online Proposal System during the process of generating the Solar Customer Agreement (“Solar Facility Price”). Notwithstanding the foregoing, if at any time Contractor offers to provide a Solar Facility to a potential Host Customer (i) at a price or rate lower than that included in the Solar Customer Agreement, (ii) with a guarantee of state or local Rebate amounts or (iii) with any other promotion that affects the economics of the proposed Solar Facility with respect to a Host Customer (collectively, a “Partner Discount”), the Solar Facility Price shall be the amount set forth in the first sentence of this Section 4.4(a) less the Partner Discount.

(b) Payment Terms. Payment of the Solar Facility Price by Sunrun to Contractor shall be pursuant the terms of the Master Solar Facility Turnkey Contract between Sunrun and Contractor then in effect.

ARTICLE 5 – SPECIAL PROGRAMS

5.1 Leads Program.

(a) General. Sunrun may provide, and Contractor agrees to accept, sales leads pursuant to the terms set forth in Exhibit I (the “Leads Program”). Sunrun reserves the right to cancel or modify any of the terms of the Leads Program in its sole discretion at any time, by providing fifteen (15) days written notice to Contractor before such amendments shall become effective.

(b) Participation. Contractor shall be enrolled in the Leads Program, unless it provides written notice to Sunrun that it elects not to participate in the Leads Program, such notice to be delivered at least five (5) business days prior to the beginning of the quarter. Upon timely receipt of such notice, Sunrun will not provide Contractor with any leads pursuant to the Leads Program beginning at the start of the next quarter. Contractor may return to the Leads Program by providing written notice at least five (5) business days prior to the beginning of any subsequent quarter or upon mutual agreement of the Parties. During each Quarterly Review Sunrun and Contractor will discuss the Leads Program and determine whether the guidelines and performance standards were met by the Contractor for the quarter. If Contractor fails to meet guidelines and performance standards in two consecutive quarters Sunrun may in its sole discretion discontinue the Leads Program for Contractor.

5.2 Incentive Program.

(a) General. To incentivize the sale of Sunrun Products, from time to time Sunrun may provide in writing to Contractor an incentive program based on the individual sales activity and other performance metrics of each of Contractor and/or each of Contractor’s salespersons (the “Sales Incentive Program”), such requirements and benefits as more fully described in such writing provided by Sunrun to Contractor. For the purposes of the Sales Incentive Program, a sale of a Sunrun Product is credited to Contractor and/or a salesperson upon Sunrun’s countersignature of the Solar Customer Agreement; provided, however, in the event an Order so accepted is cancelled, then such Order shall not be credited to Contractor or the salesperson responsible for such Order, and if a payment has already been made to Contractor under the Sales Incentive Program for the cancelled Order then any future payments made to Contractor with respect to Contractor’s or such salesperson’s performance shall be reduced to reflect the cancellation; provided, further, in the event a salesperson terminates employment with Contractor, Contractor shall promptly notify Sunrun, and Sunrun shall have no obligation to make any future payments to Contractor for benefits earned by such terminated salesperson pursuant to Sales Incentive Program.

(b) Payment. Sunrun may make any payments earned under the Sales Incentive Program on a monthly basis directly to Contractor, and such payment is made in consideration for Contractor’s performance under this Agreement. Contractor agrees to distribute any payments received to the salespersons who earned the payments, after making deductions for employer taxes, workers compensation premiums and any other deductions required by law. Payments under the Sales Incentive Program are subject to the Contractor performing its obligations under this Agreement.

(c) No Employment Relationship. Sunrun and Contractor agree that the salespersons are solely under the employment of Contractor and that the Sale Incentive Program does not establish any employment, contractual or beneficial relationship between any employees of Contractor and Sunrun.

(d) Amendment and Termination. Sunrun reserves the right to terminate, suspend or amend any of the terms of the Sales Incentive Program in its sole discretion by providing fifteen (15) days written notice to Contractor before such termination, suspension or amendment becomes effective.

5.3 Promotional Programs. Sunrun may from time to time offer promotional programs for Sunrun Products to Contractors, such programs Contractors may in turn offer to potential Host Customers. Contractor agrees not to run any promotional programs for Sunrun Products that are not approved in writing (email acceptable) in advance by Sunrun.

ARTICLE 6 – CONFIDENTIALITY; INTELLECTUAL PROPERTY

6.1 Non-Disclosure Agreement. The Parties signed a Mutual Non-Disclosure Agreement (“NDA”) on May 13, 2015, which shall remain in full force and effect with respect to this Agreement, and nothing contained in this Agreement shall supersede or replace the terms and conditions therein. The NDA shall apply to this Agreement, including the terms and conditions hereof and the Parties’ discussions in furtherance of the transactions contemplated hereby.

6.2 Confidentiality. Notwithstanding Section 6.1, and by way of supporting and not superseding the NDA, from the date of this Agreement through the second anniversary of the termination hereof, each Party agrees, and shall cause its respective directors, officers, employees, consultants, advisors and affiliates, to each to treat and hold as confidential (and not disclose or provide access to any person) all business, technical, financial or other information of the other disclosing Party (“Confidential Information”) including, without limitation, information relating to trade secrets, patent applications, product development, customer lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, business acquisition plans and new personnel acquisition plans. Each Party further agrees to use (and not reverse engineer) the Confidential Information of the other disclosing Party solely for the purpose of advancing the business relationship contemplated under this Agreement as expressly permitted or directed by the disclosing Party. Notwithstanding anything to the contrary herein or in the NDA, Host Customer Information shall be deemed Confidential Information of Sunrun, and Sunrun shall be the sole and exclusive owner thereof.

6.3 Sunrun Trademark License.

(a) Contractor shall use the names and the graphic symbol solely as they appear in Exhibit A-1 (the “Sunrun Trademarks”). Contractor shall use the Sunrun Trademarks on all printed and electronic materials (including the internet) used in association with Contractor Activities. Unless Contractor obtains Sunrun’s prior written approval, Contractor shall not combine any of the Sunrun Trademarks with any other trademark, word, symbol, letter, design or mark.

(b) Subject to the terms and conditions of this Agreement, Sunrun grants to Contractor, and Contractor accepts, a non-exclusive, non-transferable, non-sublicensable, license during the term of this Agreement to use the Sunrun Trademarks, solely in connection with the Contractor Activities. Uses by Contractor pursuant to this section’s license grant shall be referred to as “Contractor Licensed Uses”.

(c) Contractor shall not use the Sunrun Trademarks in connection with any activities other than the Contractor Licensed Uses without prior written approval of Sunrun.

(d) Upon Sunrun’s reasonable request, Contractor shall make available to Sunrun, for its approval, samples of all uses of the Sunrun Trademarks. Sunrun shall have the right to monitor the quality of the Contractor Licensed Uses and to make reasonable objections to any such sample on the grounds that Sunrun believes that the use of such materials by Contractor will be damaging to or dilutive of the value of, or reputation associated with, the Sunrun Trademarks, or damaging to or dilutive of the reputation of Sunrun or its products and services. Contractor shall undertake such other steps as Sunrun may reasonably request to assist Sunrun in monitoring the quality of the Contractor Licensed Uses provided by Contractor under the Sunrun Trademarks. Sunrun has the right to take all action that it deems necessary to ensure that Contractor’s activities under, and uses of, the Sunrun Trademarks are consistent with the reputation for quality and prestige of products and services associated with the Sunrun Trademarks.

(e) Contractor shall comply with all applicable laws and regulations pertaining to its use of the Sunrun Trademarks and any other Sunrun intellectual property, and its sale, distribution and advertising of the goods and services under the Sunrun Trademarks.

(f) Contractor shall not use any of the Sunrun Trademarks in connection with any activity that disparages Sunrun or its products or services, dilutes the value of the Sunrun Trademarks, or damages the reputation for quality inherent in the Sunrun Trademarks.

(g) Contractor acknowledges and agrees that it has no interest in the Sunrun Trademarks other than the licenses granted under this Agreement, and that Sunrun will remain the sole and exclusive owner of all right, title and interest in the Sunrun Trademarks. Contractor acknowledges and agrees that Contractor’s use of the Sunrun Trademarks and any good will in the Sunrun Trademarks resulting from Contractor’s use will inure solely to the benefit of Sunrun and will not create any right, title or interest for Contractor in the Sunrun Trademarks. Contractor shall not contest, oppose or challenge Sunrun’s ownership of the Sunrun Trademarks. Contractor agrees that it will do nothing to impair Sunrun’s ownership or rights in the Sunrun Trademarks. This license for use of Sunrun Trademarks shall terminate immediately upon termination of this Agreement.

(h) Contractor shall promptly notify Sunrun should Contractor learn of use by a third party of any trademark that is confusingly similar to any of the Sunrun Trademarks. Contractor shall take no action with respect thereto except with the prior written authorization of Sunrun. Sunrun may take such action as it in its sole discretion deems advisable for the protection of its rights in the Sunrun Trademarks. Contractor shall cooperate to assist Sunrun as reasonably necessary with any legal or equitable action taken by Sunrun to protect Sunrun’s rights in the Sunrun Trademarks.

(i) Subject to the Limitation of Liability in Section 9.2, Sunrun agrees to defend Contractor in any action for infringement of any third party trademark arising out of Contractor’s use of the Sunrun Trademarks in accordance with this Agreement, and to pay any liabilities, damages and costs awarded against Contractor to such third party in any such action by a court of competent jurisdiction or agreed by Sunrun in settlement of any such action; provided, that Contractor notifies Sunrun promptly in writing of any such suit or proceeding, does not make any prejudicial admission or statement, gives Sunrun all reasonable assistance at Sunrun’s expense and gives Sunrun sole control of the defense and all negotiations for the settlement or compromise thereof. This indemnity shall not apply if normally non-infringing Sunrun Trademarks are rendered infringing by reason of Contractor’s particular use of such Sunrun Trademarks, combination of the Sunrun Trademarks with other marks or the modification of the Sunrun Trademarks. If, at any time, any Sunrun Trademark becomes, or in the opinion of Sunrun may become, the subject of a claim of infringement, Sunrun may, at its option (i) procure for Contractor the right to continue using such Sunrun Trademark; (ii) replace or modify such Sunrun Trademark, in which case Contractor shall immediately cease distribution of the Contractor Licensed Uses bearing the alleged infringing Sunrun Trademark; or (iii) terminate this Agreement with respect to such Sunrun Trademark.

(j) Sunrun shall have no liability for any infringement claim based on Contractor’s use of the Sunrun Trademarks after Sunrun’s notice that, due to such a claim, Contractor should cease use of one of the Sunrun Trademarks or begin use of a substitute ▇▇▇▇. For all claims described in this Section 6.3(j), Contractor agrees to defend, indemnify and hold Sunrun harmless from and against all liabilities, losses, claims, damages, costs, expenses and settlement amounts (including without limitation reasonable attorneys’ fees).

6.4 Contractor Trademark License.

(a) To the extent used, Sunrun shall use the names and the graphic symbol solely as they appear in Exhibit A-2 (the “Contractor Trademarks”). Sunrun may use the Trademarks on any printed and electronic materials (including the internet) used on the Sunrun website, on the Online Proposal System and associated documentation, and in association with any other sales and marketing activities that relate to Contractor (“Sunrun Licensed Activities”). Unless Sunrun obtains Contractor’s prior written approval, Sunrun shall not combine any of the Contractor Trademarks with any other trademark, word, symbol, letter, design or mark.

(b) Subject to the terms and conditions of this Agreement, Contractor grants to Sunrun, and Sunrun accepts, a non-exclusive, non-transferable, non-sublicensable, license during the term of this Agreement to use the Trademarks, solely in connection with the Sunrun Licensed Activities. Uses by Sunrun pursuant to this section’s license grant shall be referred to as “Sunrun Licensed Uses”.

(c) Sunrun shall not use the Contractor Trademarks in connection with any activities other than the Sunrun Licensed Uses without prior written approval of Contractor.

(d) Upon Contractor’s reasonable request, Sunrun shall make available to Contractor, for its approval, samples of all uses of the Contractor Trademarks. Contractor shall have the right to monitor the quality of the Sunrun Licensed Uses and to make reasonable objections to any such sample on the grounds that Contractor believes that the use of such materials by Sunrun will be damaging to or dilutive of the value of, or reputation associated with, the Contractor Trademarks, or damaging to or dilutive of the reputation of Contractor or its products and services. Sunrun shall undertake such other steps as Contractor may reasonably request to assist Contractor in monitoring the quality of the Sunrun Licensed Uses provided by Sunrun under the Contractor Trademarks. Contractor has the right to take all action that it deems necessary to ensure that Sunrun’s activities under, and uses of, the Contractor Trademarks are consistent with the reputation for quality and prestige of products and services associated with the Contractor Trademarks.

(e) Sunrun shall comply with all applicable laws and regulations pertaining to its use of the Contractor Trademarks and any other Contractor intellectual property, and its sale, distribution and advertising of the goods and services under the Contractor Trademarks.

(f) Sunrun shall not use any of the Contractor Trademarks in connection with any activity that disparages Contractor or its products or services, dilutes the value of the Contractor Trademarks, or damages the reputation for quality inherent in the Contractor Trademarks.

(g) Sunrun acknowledges and agrees that it has no interest in the Contractor Trademarks other than the licenses granted under this Agreement, and that Contractor will remain the sole and exclusive owner of all right, title and interest in the Contractor Trademarks. Sunrun acknowledges and agrees that Sunrun’s use of the Contractor Trademarks and any good will in the Contractor Trademarks resulting from Sunrun’s use will inure solely to the benefit of Contractor and will not create any right, title or interest for Sunrun in the Contractor Trademarks. Sunrun shall not contest, oppose or challenge Contractor’s ownership of the Contractor Trademarks. Sunrun agrees that it will do nothing to impair Contractor’s ownership or rights in the Contractor Trademarks.

(h) Sunrun shall promptly notify Contractor should Sunrun learn of use by a third party of any trademark that is confusingly similar to any of the Contractor Trademarks. Sunrun shall take no action with respect thereto except with the prior written authorization of Contractor. Contractor may take such action as it in its sole discretion deems advisable for the protection of its rights in the Contractor Trademarks. Sunrun shall cooperate to assist Contractor as reasonably necessary with any legal or equitable action taken by Contractor to protect Contractor’s rights in the Contractor Trademarks.

(i) Subject to the Limitation of Liability in Section 9.2, Contractor agrees to defend Sunrun in any action for infringement of any third party trademark arising out of Sunrun’s use of the Contractor Trademarks in accordance with this Agreement, and to pay any liabilities, damages and costs awarded against Sunrun to such third party in any such action by a court of competent jurisdiction or agreed by Contractor in settlement of any such action; provided, that Sunrun notifies Contractor promptly in writing of any such suit or proceeding, does not make any prejudicial admission or statement, gives Contractor all reasonable assistance at Contractor’s expense and gives Contractor sole control of the defense and all negotiations for the settlement or compromise thereof. This indemnity shall not apply if normally non-infringing Contractor Trademarks are rendered infringing by reason of Sunrun’s particular use of such Contractor Trademarks, combination of the Contractor Trademarks with other marks or the modification of the Contractor Trademarks. If, at any time, any Contractor Trademark becomes, or in the opinion of Contractor may become, the subject of a claim of infringement, Contractor may, at its option

(i) procure for Sunrun the right to continue using such Contractor Trademark; (ii) replace or modify such Contractor Trademark, in which case Sunrun shall immediately cease distribution of the Sunrun Licensed Uses bearing the alleged infringing Contractor Trademark; or (iii) terminate this Agreement with respect to such Contractor Trademark.

(j) Contractor shall have no liability for any infringement claim based on Sunrun’s use of the Contractor Trademarks after Contractor’s notice that, due to such a claim, Sunrun should cease use of one of the Contractor Trademarks or begin use of a substitute ▇▇▇▇. For all claims described in this Section 6.4(j), Sunrun agrees to defend, indemnify and hold Contractor harmless from and against all liabilities, losses, claims, damages, costs, expenses and settlement amounts (including without limitation reasonable attorneys’ fees).

ARTICLE 7 – FORCE MAJEURE

7.1 Force Majeure. Each Party shall be excused from performance and shall not be considered to be in default with respect to any obligation hereunder, except for Sunrun’s obligation to pay money in a timely manner for services actually performed by Contractor or other liabilities actually incurred by Sunrun, if and to the extent that its failure of, or delay in, performance is due to a Force Majeure Event; provided that: (a) such Party gives the other Party written notice describing the particulars of the Force Majeure Event as soon as is reasonably practicable; (b) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (c) no obligations of the Party that arose before the occurrence causing the suspension of performance shall be excused as a result of the occurrence of the Force Majeure Event unless the performance of such obligations is impaired by the Force Majeure Event; (d) the Party uses commercially reasonable efforts to overcome or mitigate the effects of the Force Majeure Event; and (e) when the Party is able to resume performance of its obligations under this Agreement, such Party shall give the other Party written notice to that effect and shall promptly resume performance hereunder.

ARTICLE 8 – INDEMNIFICATION

8.1 Contractor’s Indemnification Obligations. Contractor will hold harmless, indemnify and defend Sunrun, its other contractors and agents, its affiliates and the directors, officers and employees of each (collectively, the “Indemnified Parties”) against all claims, demands, actions, investigations (including without limitation, by any governmental entity and any governmental inquiry or action), and suits, and will pay all costs, damages, liabilities, losses, settlements, judgments and reasonable attorneys’ fees, arising directly or indirectly out of or resulting from: (i) any negligent, reckless, or intentionally wrongful acts or omissions on the part of Contractor; (ii) any acts, statements, claims, representations or warranties made by Contractor about the Sunrun Products that are false or are in violation of this Agreement; (iii) any failure of Contractor to perform its obligations under this Agreement or failure to perform its obligation under this Agreement in accordance with all applicable Laws, rules and regulations, including those set forth in Exhibit N; (iv) a determination by a court or agency that the Contractor or any of Contractor’s assistants, employees or agents is not an independent contractor with respect to Sunrun; or (v) any activities performed by Contractor or its Subcontractors in connection with this Agreement, in each case whether or not caused by the negligence of Sunrun or any other Indemnified Party and whether or not the relevant claim has merit. This indemnification obligation shall apply regardless of the amount of insurance coverage held by Sunrun.

8.2 Sunrun’s Indemnification Obligations. Sunrun will hold harmless, indemnify and defend Contractor and its affiliates and their directors, officers and employees against all third party claims and will pay all costs, damages and reasonable attorneys’ fees, arising directly or indirectly out of or resulting from: (i) any negligent, reckless, or intentionally wrongful acts or omissions on the part of Sunrun; (ii) Sunrun’s failure to comply with the obligations set forth in any Solar Customer Agreements entered into by Sunrun; or (iii) any failure of Sunrun to perform its obligations under this Agreement in accordance with all applicable laws, rules and regulations. This indemnification obligation shall apply regardless of the amount of insurance coverage held by Contractor.

8.3 Indemnification Procedures. If Contractor determines that it is entitled to indemnification under this Article 8, Contractor shall promptly notify Sunrun in writing of the loss, and provide all reasonably necessary or useful information, assistance and authority to settle and/or defend any loss. In the event of a loss claimed by a third party, the selection of counsel, the conduct of the defense of any lawsuit, arbitration, or other proceeding, and any settlement shall solely be within Sunrun’s control, provided that the Contractor shall have the right to participate in the defense of such loss using counsel of its choice, at its expense. If Sunrun determines that it is entitled to indemnification under this Article 8, Sunrun shall promptly notify the Contractor in writing of the loss or claim. In the event of a loss or claim by a third party, the selection of counsel, the conduct of the defense of any lawsuit, arbitration, or other proceeding, and any settlement shall solely be within the Sunrun’s control, provided that the Contractor shall have the right to participate in the defense of such claim or loss using counsel of its choice, at its expense. Prior to the finalization of any settlement or claim, Sunrun shall use reasonable efforts to confer with Contractor regarding such settlement. Sunrun shall invoice any settlement amounts to Contractor which shall be paid within ten (10) Business Days of receipt or Sunrun shall have the right to offset and withhold such settlement amounts from future Milestone Payments.

ARTICLE 9 – LIMITATION OF LIABILITY

9.1 No Consequential Damages. EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND EXCEPT FOR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 2.2 AND 3.2(A)(I) AND BREACH OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (INCLUDING NEGLIGENCE), EVEN IF THE OTHER PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND EXCEPT FOR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 2.2 AND 3.2(a)(i) AND EXCEPT FOR A PARTY’S BREACH OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE SUM OF FEES PAID AND PAYABLE TO EITHER PARTY UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO FEES PAID AND PAYABLE UNDER SECTION 4.4.

ARTICLE 10 – DISPUTE RESOLUTION

10.1 Negotiation. The Parties shall negotiate in good faith and attempt to resolve any disputes within thirty (30) days after the date that a Party gives written notice of such dispute to the other Party. In the event that the Parties are unable to reach an agreement within such thirty (30) day period (or such longer period as the Parties may agree) then either Party may initiate arbitration in accordance with Section 10.2. Notwithstanding this provision, either Party may initiate arbitration without negotiation to make a request for immediate, emergency relief.

10.2 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be held in the County of San Francisco, California. The Parties shall jointly request that the appointed arbitrator administer the arbitration efficiently and, if possible, issue a decision within six (6) months from the date the arbitrator is appointed. The arbitrator’s award shall set forth both the legal and factual basis of the award.

10.3 Attorneys’ Fees and Costs. If either Party initiates arbitration or any legal proceeding to enforce its rights under this Agreement, the prevailing Party shall be entitled to an award of reasonable attorneys’ fees, reasonable expert fees, costs, and expenses.

ARTICLE 11 – TERM; TERMINATION

11.1 Term. The initial term of this Agreement commences as of the Effective Date and expires twenty-four (24) months after the Effective Date, at which time the Agreement shall automatically renew for additional twelve (12) month terms (collectively with the initial term, the “Term”), provided, however, no such renewal shall occur if either Party delivers the other Party a non-renewal notice at least ninety (90) days before the expiration of the current term.

11.2 Termination. This Agreement may be terminated:

(i) at any time by either Party for cause in the event of any material breach or default by the other Party following written notice and failure by the breaching or defaulting party to cure such breach or default within fifteen (15) days of such written notice;

(ii) at any time by either Party in the event of bankruptcy by the other Party;

(iii) at any time by either Party in the event of its termination of the Master Solar Facility Turnkey Contract in accordance with terms of the Master Solar Facility Turnkey Contract;

(iv) by Sunrun upon written notice in the event that Contractor does not meet the Minimum Volume Commitments for

(A) three (3) consecutive months, or

(B) if at any time, Contractor’s total sales are less than 80% of the aggregate total of all Minimum Volume Commitments from the Effective Date through the last full calendar month immediately preceding the month in which the notice of termination is issued. For illustrative purposes only, if the Effective Date of the Agreement is in January, and the aggregate total of all

Minimum Volume Commitments from the Effective Date through October of that calendar year is 3,000 DC kW of Installations but Contractor has only completed 2,000 DC kW of Installations of Sunrun Products in the Territory during such time, then Sunrun may terminate the Agreement immediately by written notice to Contractor; or

(v) at any time upon mutual written agreement of both Parties.

11.3 Effect of Termination. Subject to Section 11.4, upon expiration or termination for any reason, the Agreement will cease to be in effect and none of the parties will have any further obligation or liability to the other. In addition, each party shall remove all of the other party’s trade names, trademarks, and logos, from its marketing collateral, web site, and any other materials used in furtherance of Agreement.

11.4 Survival. The parties’ rights and obligations under Sections 2.3, 2.4, 6.1, 6.2, 6.3, 6.4, and 11.3, and Articles 8, 9, 10 and 12, will survive any termination or expiration of this Agreement.

ARTICLE 12 – MISCELLANEOUS PROVISIONS

12.1 Assignment. Contractor may not assign or transfer this Agreement or its rights or obligations hereunder, in whole or in part, without the prior written consent of Sunrun. A change in control of Contractor, as defined by the California State Board of Equalization, shall be considered an assignment under this provision. Subject to the foregoing sentence, this Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successor and assigns. Any purported assignment in violation of this Section is void ab initio.

12.2 Amendments. Except as otherwise set forth herein, no change, amendment or modification of this Agreement shall be valid or binding upon the parties hereto unless such change, amendment, or modification shall be in writing and duly executed by both Parties. If any subsequent amendment or modification of law, rules or regulations materially alters a Party’s obligations hereunder to its detriment, the Parties will negotiate in good faith a mutually-acceptable amendment of the affected obligations.

12.3 No Waiver. Any failure of Sunrun or Contractor to enforce any of the provisions of this Agreement or to require at any time performance by Contractor or Sunrun of any of the provisions hereof during the pendency of this Agreement shall in no way affect the validity of this Agreement, or any part hereof, and shall not be deemed a waiver of the right of Sunrun or Contractor thereafter to enforce any and each such provision.

12.4 No Third-Party Beneficiaries in Host Customer. The Host Customer who may benefit hereby is an incidental beneficiary and shall not have the rights of a third party beneficiary of this Agreement.

12.5 Applicable Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California, exclusive of its conflict or choice of law rules. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding foregoing with respect to applicable substantive law, any arbitration

conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). If either Party brings against the other Party any judicial proceeding arising out of or related to this Agreement, that Party may bring the proceeding only in the United States District Court for the Northern District of California or, only if there is no federal subject matter jurisdiction, in the California Superior Court sitting in San Francisco County, and each Party hereby submits to the exclusive jurisdiction of those courts for purposes of any such judicial proceeding. Contractor expressly consents to the exercise of personal jurisdiction in the courts of California in connection with such judicial proceeding. The provision in the preceding sentence with respect to the exclusive jurisdiction over judicial proceedings does not alter or affect the Parties’ agreement with respect to arbitration in Section 10.2.

12.6 Insurance. Contractor agrees to maintain insurance in the types and amounts as specified in the Master Solar Facility Turnkey Contract covering occurrences during the Term.

12.7 Entire Agreement. This Agreement along with the attached exhibits (which are incorporated into this Agreement by this reference and deemed to be an integral part of this Agreement), the Master Solar Facility Turnkey Contract, and the NDA contain the entire understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, contracts, agreements, commitments, and writings with respect thereto. There are no oral understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this Agreement, the Master Solar Facility Turnkey Contract, or the NDA.

12.8 Notice. All written documentation and notices shall be transmitted via either certified mail with signature confirmation, private express mail service with signature confirmation, or electronic mail. Notice shall be deemed to have been given when received by the recipient listed below.

If to Sunrun:

Sunrun Inc.

Attn: General Counsel

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

San Francisco, CA 94105

Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

and

Attn: Director, Operations

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.

Tower II, Suite 600

Denver, Co 80202

Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

If to the Contractor:

Complete Solar, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇

San Mateo, CA 94404

Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇

Local Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

The Parties may reasonably update the contact information by providing notice as specified above.

12.9 Severability. If any term or provision of this Agreement is determined to be invalid, in conflict with any Law, void, or otherwise unenforceable, and provided the terms and provisions of the Agreement that are essential to the interests of Sunrun and the Contractor remain substantially in effect, then the remaining terms and provisions will continue in full force and effect and the offending term or provision will be given the fullest meaning and effect allowed by Law.

12.10 Further Assurances. Contractor and Sunrun agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement.

12.11 Mutual Non-disparagement. The Parties agree that its officers and directors will not make any disparaging remarks about or otherwise take any action that could be reasonably be expected to adversely affect the personal or professional reputation or prospects of the other Party. The Parties may disclose truthful and accurate facts and opinions about the other Party where required to do so by legal process (such as subpoena, court order, or similar process); provided however, that the commenting Party shall notify the other Party in writing if such disclosure is sought within sufficient time to allow for a full and fair opportunity to object to such legal process.

12.12 Conflicts. Each party represents and warrants that it has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement and/or its obligations to the other party under this Agreement. Each party agrees not to enter into any such conflicting agreement during the term of this Agreement.

12.13 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have hereto executed as of the Effective Date.

Signature page to Amended and Restated Channel Agreement

EXHIBIT A-1

SUNRUN TRADEMARKS

OWNER		TRADEMARK		COUNTRY		REGISTRATION NO.
Sunrun Inc.		Brightbox		United States of America		87335960, 87335949
SunRun Inc.		Sunrun		United States of America		85168901, 86403447
SunRun Inc.				United States of America		85594817
Sunrun Inc.				United States of America		87222682, 85594817
SunRun Inc.				United States of America		87222682, 85594817

EXHIBIT A-2

CONTRACTOR TRADEMARKS

EXHIBIT B

TERRITORY

The “Territory” includes the service areas of the following Utilities:

EXHIBIT C

ONLINE PROPOSAL SYSTEM

The following description of the Online Proposal System is as of the Effective Date and is provided for descriptive purposes only. Sunrun reserves the right to modify any of the terms below in its sole discretion, at any time and without notice.

The Online Proposal System, currently hosted at ▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇, allows personnel of designated Contractors to create proposals, sales documents and manage certain operations functions. The Online Proposal System’s hours of operation are approximately 24 hours a day, seven days a week, subject to maintenance downtime. Sunrun provides technical support for the Online Proposal System via email, at ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, and by phone at ▇▇▇-▇▇▇-▇▇▇▇. Support hours are presently Monday through Friday (excluding holidays) from 9:00 am to 6:00 pm (PT). Urgent, or after hours support issues may be directed to the designated Sunrun Contractor representative.

Contractor designated Online Proposal System administrator(s):

ONLINE PROPOSAL GUIDELINES

The Online Proposal Guidelines may be amended from time to time by Sunrun upon notice to Contractor without requiring any amendment to the Agreement.

EXHIBIT D

INITIAL DEAL PACKAGE

The Initial Deal Package (“IDP”) for each public Utility service area included in the Territory will be provided by Sunrun to Contractor and may be amended by Sunrun from time to time upon notice to Contractor based on changing Utility, Sunrun operations, or project finance requirements without requiring any amendment to the Agreement.

SAMPLE “IDP” REQUIREMENTS – UTILITY/TERRITORY SPECIFIC

As of the Effective Date, each item of the IDP shall be uploaded through the Online Proposal System or Sunrun partner portal.

*The Initial Deal Package can be amended by Sunrun, on the terms set forth above, without requiring any amendment to the Agreement.

EXHIBIT E

QUARTERLY REVIEW

The Parties will hold a strategic working session at least quarterly where senior management from both organizations will review performance and strategize for the upcoming quarter. The Quarterly Review will take place at a location mutually agreed upon by the parties or via teleconference or webinar. Attendance is required by the senior management personnel from both parties who are responsible for sales, marketing and operations. The topics of discussion will be determined by the parties in advance the Quarterly Review, but will generally cover the following topics:

Sunrun Reserves the right to call and hold a strategic review session if at any time any the Minimum Volume Commitments are not being met.

EXHIBIT F

MINIMUM VOLUME COMMITMENTS

a. Number of Net Orders where “Net Orders” means those Orders that are not expected to be cancelled by the Host Customer and that are not ultimately rejected by Sunrun pursuant to Section 4.2 (i)-(vi) of the Agreement.

b. Total DC kW of Net Orders

c. Number of Installations where “Installations” shall mean Solar Facilities that have reached Milestone 1 as defined in Exhibit C of the Master Solar Facility Turnkey Contract.

d. Total DC kW of Installations

Contractor’s Minimum Volume Commitment:

EXHIBIT G

[Intentionally Left Blank]

EXHIBIT H

MARKETING AND BRAND GUIDELINES

The Marketing and Brand Guidelines will be provided by Sunrun to Contractor and attached hereto and may be amended from time to time by Sunrun upon notice to Contractor without requiring any amendment to the Agreement.

EXHIBIT I

LEADS PROGRAM

The Leads Program will be provided by Sunrun to Contractor and attached hereto and may be amended from time to time by Sunrun upon notice to Contractor without requiring any amendment to the Agreement.

SUNRUN LEADS PROGRAM

PROGRAM OVERVIEW & GUIDELINES

Sunrun actively generates residential solar leads that are prequalified by Sunrun’s inside sales team. We provide these leads to select partners free of charge with the goal of generating deals for our partners and for Sunrun. On average we spend [***]. Some of our partners have seen great success with our leads and others have not. The following requirements and guidelines stem from our experience with the more successful partners over the two-year history of this program. If followed, these guidelines will result in more deals for both of our organizations.

LEADS PROGRAM OVERVIEW

CRITERIA FOR PARTICIPATION

While we would love to make this program available to everyone, good leads are scarce! Since our leads are exclusive (we pass them to one partner only) we must limit participation in the program. Criteria for participating in the program are outlined below:

As we approach the 3-month anniversary of our partnership we will evaluate whether participation in the Sunrun Leads Program make sense for both of our organizations.

SUNRUN’S RESPONSIBILITIES

PARTNER’S RESPONSIBILITIES

Successfully meeting these performance and process standards will result in a greater share of leads, failure to meet these standards in two consecutive quarters will result in reduced lead volume and potential elimination from program:

Performance target

Sales process

Note on system costs: Please consider the avoided sales & marketing costs you are not incurring on these leads. Lower system costs mean lower Sunrun pricing which means more closed deals. We do not expect you to contribute [***] avoided sales and marketing costs, but system costs for Sunrun leads should reflect a portion of these savings.

APPENDICES

APPENDIX 1: UNQUALIFIED LEADS

Sunrun leads can only be unqualified for the following reasons:

APPENDIX 2: WEEKLY LEAD REPORT FORMAT

Where “Status” includes the following categories

And “Why Unqualified?” includes one of the categories from Appendix 1.

SUNRUN LEADS PROGRAM

PROGRAM OVERVIEW & GUIDELINES

SunRun actively generates residential solar leads that are prequalified by SunRun’s inside sales team. We provide these leads to select partners free of charge with the goal of generating deals for our partners and for SunRun. [***] Some of our partners have seen great success with our leads and others have not. The following requirements and guidelines stem from our experience with the more successful partners over the two-year history of this program. If followed, these guidelines will result in more deals for both of our organizations.

LEADS PROGRAM OVERVIEW

SUNRUN’S RESPONSIBILITIES

PARTNER’S RESPONSIBILITIES

Successfully meeting these performance and process standards will result in a greater share of leads, failure to meet these standards in two consecutive quarters will result in reduced lead volume and potential elimination from program:

Performance target

Sales process

Note on system costs: Please consider the avoided sales & marketing costs you are not incurring on these leads. Lower system costs mean lower Sunrun pricing which means more closed deals. We do not expect you to contribute the [***] avoided sales and marketing costs, but system costs for Sunrun leads should reflect a portion of these savings.

APPENDICES

APPENDIX 1: UNQUALIFIED LEADS

Sunrun leads can only be unqualified for the following reasons:

APPENDIX 2: WEEKLY LEAD REPORT FORMAT

Where “Status” includes the following categories

And “Why Unqualified?” includes one of the categories from Appendix 1.

EXHIBIT J

SALES GUIDELINES

The Sales Guidelines will be provided by Sunrun to Contractor and attached hereto and may be amended from time to time by Sunrun upon notice to Contractor without requiring any amendment to the Agreement.

Sunrun is committed to an outstanding customer experience and to partnering with companies that take the utmost care in helping homeowners make an educated choice about Sunrun’s solar power service.

Sunrun requires its partners to:

EXHIBIT K

CUSTOMER PROMOTION GUIDELINES

The Customer Promotion Guidelines will be provided by Sunrun to Contractor and attached hereto and may be amended from time to time by Sunrun upon notice to Contractor without requiring any amendment to the Agreement.

Sunrun Guidelines for Customer Promotions

Effective as of 3/15/2012

Updated 2/27/2012

We recognize that customer promotions provide a powerful mechanism for increasing urgency at the point of sale, driving additional sales, and generating referrals. Our desire is to support promotional activities. However, it is equally important that we adhere to guidelines that ensure any promotional activity that your organization and/or Sunrun undertakes remains compliant with federal consumer protection laws and federal income tax rules. The latter is especially sensitive given the tax-subsidization our industry receives in the form of the Federal investment tax credit (“ITC”).

The below guidelines help ensure that Sunrun-related customer promotions comply with applicable federal laws. This document is broken into two sections: 1) guidelines driven by the Federal ITC, and 2) guidelines driven by federal consumer protection laws.

To ensure fairness and consistency in customer experience, we are asking all Sunrun partners to adhere to these guidelines. Please acknowledge your receipt and intent to comply with these guidelines by signing and dating the bottom of this document and returning to me via email.

Part 1. Guidelines Driven by the Federal ITC

The fundamental requirements underlying these guidelines are that a Sunrun partner cannot either 1) cover any portion of a homeowner’s Sunrun contract obligations or 2) provide below-cost services to the homeowner for the installation of non-ITC eligible equipment, while increasing the cost of the Sunrun solar facility to cover the amount of such improvement(s). Doing so could jeopardize the integrity of Sunrun’s ITC claims.

Upfront promotions

What’s not ok?

A Sunrun partner or partner employee cannot pay any portion of the Sunrun upfront payment directly to the homeowner or to Sunrun on behalf of the homeowner.

What’s ok?

You may still run promotions around a reduction in the upfront payment. You can do this by lowering the turnkey cost in the Sunrun proposal tool. You may also use gifts as a promotional tool.

1

Any reductions in the upfront payment as part of a promotion must be accomplished by reducing the turnkey price in the Sunrun proposal tool.

Example:

Monthly payment promotions

What’s not ok?

A Sunrun partner or partner employee cannot pay any portion of Sunrun monthly payments directly to the homeowner or to Sunrun on behalf of the homeowner.

What’s ok?

You may still run a promotion around reduction in monthly electricity payments by lowering the turnkey cost in the Sunrun proposal tool

Example:

2

Referral bonuses

Please adhere to the following guidelines when compensating customers for referrals:

Ancilliary Services

Please do not include the following services as part of a Sunrun customer promotion:

3

Part 2. Guidelines Driven by federal consumer protection laws

There are a number of federal consumer protection laws enforced by the Federal Trade Commission. The intent of these laws can be summarized as follows:

Any promotional claims:

Ultimately it’s your responsibility to ensure any promotional claims your organization makes are in line with these requirements. However, the below guidelines should provide you with a good starting point:

When running a promotion or discount, the original price must be legitimate

There are restrictions around using “Limited Offer”, “Limited Time Offer”, or other similar concepts

Similarly, there are restrictions around using the word “free”

4

Thank you for working with us to ensure responsible customer promotions and tax compliance. With your help we will be able continue offering the highest quality residential solar service to homeowners across America in a way that we can be certain is compliant with federal tax and consumer protection laws.

5

EXHIBIT L

PROJECT POLICIES GUIDEBOOK

The Project Policies Guidebook will be provided by Sunrun to Contractor and attached hereto and may be amended from time to time by Sunrun upon notice to Contractor without requiring any amendment to the Agreement.

Summary of Edits

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Contents

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Introduction

Sunrun Vision

Create a planet powered by the sun by giving homeowners a cheaper, cleaner choice of power.

Introduction

Solar can be simple - it has few moving parts and it’s pretty easy to install. But because it’s a new industry and involves a highly regulated product - electricity - the policies that govern selling and installing solar are complex. Not all homes make good sense for solar, and there are rules around how to size and design a system that should be considered the moment you begin a dialogue with a potential customer.

The purpose of this guidebook is to provide you with a useful resource on all Sunrun policies and procedures. Please read this handbook carefully and consider it your starting point whenever you have a question. Understanding Sunrun policies and procedures will simplify your life by making it easier for you to identify and target the best customers for solar. You will also save time by avoiding customers that are not accepted by Sunrun.

The policies outlined in this guidebook were created to serve several goals: create scalable policies that will promote growth and ensure Sunrun’s longevity, provide a great customer experience (at both point of sale and over the lifetime of the agreement), align with Sunrun’s vision, and to stay within our project finance fund compliance.

If you have any questions or concerns that are not covered in this handbook, please consult your Sales Manager or your Sunrun Account Representative.

Power forward.

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Accurate Information

When selling a Sunrun project, you and your team must supply us with accurate site and customer information in the Sunrun Software Tools from the get-go.

This includes accurate electricity usage and utility bill information for all customers.

The Golden Trio

The same person who signs the agreement, must also run credit and be on the title of the home.

All parties on title should sign the agreement, at minimum one party must sign. Parties are defined by legal marriage.

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Signature Policy

Homeowner Type

Property Type

LLC

Trusts

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System Design

		If a system is being sized with usage from two meters, proof from the utility is required that shows that both meters have already been or will be combined into one meter.

Roof types suitable for solar:

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Roof Types not suitable for solar:

See Appendix VI for pictures of roof types

Building Type and Allowable Zoning

Permitted Home Types

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Mortgage statement

Deed

Public county record

See Appendix VII for examples

Home Types Requiring Additional Documentation

Mobile/Manufactured/Premanufactured home

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Non-permitted Home Types

Systems cannot be built in:

Projects must meet all local and national building and electrical code requirements in design and construction.

System Sizing

System Size Limits

Minimum System Size: 2kW DC

Maximum System Size: 30 kW DC

Standard System Sizing

System sizing must be based on the customer’s previous 12 months of continuous historical electricity usage.

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		CT, LADWP and NV utilities require that the person listed on the utility bill also sign the agreement.   That person may either sign as primary or secondary account holder.

New Homeowners AZ, HI, NY, and California Investor Owned Utilities (PG&E, SCE, and SDG&E) – Proposal Tool

A Living Space Square Footage Calculator is available for customers with no usage history.

When can I use this calculator?

New Homeowners in CO, MA, MD, NJ, CT – Proposal Tool

New Homeowners in CT, DC, DE, OR, PA, SC – Proposal Tool

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New Homeowners (excluding NV) – Brightpath

A Living Space Square Footage Calculator is available for customers with no usage history.

When can I use this calculator?

New Homeowners in NV – Brightpath

A Living Space Square Footage Calculator is available for customers with no usage history.

When can I use this calculator?

See Appendix I for working example of accurate system sizing

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System Sizing Reference Guide

Customer Selected Sizing

Customers can select to size their system over 100% of historical usage in specific markets.

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Cancellations

Customer’s right to cancel

As detailed in the Sunrun Customer Agreement, the customer has the following rights to cancel: for any reason within 10 calendar days of signing the agreement, or if Sunrun fails to perform its obligations required to commence installation of the Solar Facility for a period of 180 days and the customer has fulfilled all their obligations.

A customer may cancel beyond the 10 days window and before commencement of construction, but will not be eligible to receive a deposit refund. Post M1, the project cannot be cancelled as approval of M1 constitutes commencement of project activity.

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Customer Submission

Written Cancellation

Sunrun will honor written cancellations directly from the customer via email, mail, and telegram. The customer should sign and send the “Notice of Cancellation” section of their contract to Sunrun at the addresses below. Alternatively, a cancellation notice that explicitly states that the customer would like to cancel their contract can be sent in lieu of the Notice of Cancellation page.

Verbal Cancellation

The customer can also choose to cancel their agreement over the phone by calling Sunrun Customer Care. Verbal cancellations can only be made directly to Sunrun Customer Care.

Notify Partner

If the customer notifies the partner of their decision to cancel, the partner should advise the customer to cancel their agreement with Sunrun per the terms of the contract and provide Sunrun’s contact information.

The partner may also submit the cancellation request to Sunrun on behalf of the customer by forwarding the customer’s letter, fax, or email clearly stating their request to cancel to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇.

Partner Cancellation Submission

In the event that a partner requests the cancellation of a Sunrun customer agreement, the partner is required to submit the following completed documents:

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The partner must submit these forms to their designated Project Portfolio Manager (PPM), within five business days of receiving notice of cancellation from the customer or after sending a notice of cancellation to the customer.

All Partner submitted cancellations are subject to Sunrun review. If requested by Sunrun, the partner must submit one or more of the following proofs of cancellation within five business days:

Maximum Time from SR Approval without M1

A Sunrun Customer Agreement will be automatically cancelled if the installation does not reach M1 approval within the defined number of days from the date Sunrun counter-signs the Customer Agreement.

Projects cancelled due to reaching the maximum time without M1 will have a seven calendar day window to “re-instate the deal” from the date cancellation notification is sent to the partner. To re-instate the Customer Agreement installation must be scheduled to occur within 30 calendar days of cancellation. Beyond this window, the cancellation is final and cannot be reversed.

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In order to re-instate the agreement, the partner should contact their designated Project Portfolio Manager (PPM). The customer may also contact Sunrun directly to indicate their desire to move forward.

Cancellations are final

All customer or partner initiated cancellations will have a 48 hour window to “re-instate the deal” from the time the cancellation notification is sent. A cancellation notification will be sent to the partner. Beyond this window, all cancellations are final and cannot be reversed.

If circumstances change outside of the 48 hour window and the customer wishes to pursue home solar service with Sunrun again, the customer will need to sign a new agreement

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Credit Guidelines

We use the Experian FICO Risk Model V2, Transunion FICO Classic 8, & Equifax FICO Classic 8 to check credit

Low Upfront/Custom

Prepaid

		Credit results are valid for 90 days from the day credit is checked

Credit Responses

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		In the case of a 900X Code, please select another homeowner on title to do a credit check. It is impossible to do a credit check on the person selected.

See Appendix VIII for full copies of credit emails

Golf Course Policy

See Appendix III for detailed policy and waiver

Ohana House Policy

In Hawaii, an Ohana house is a separate structure that may be located on the same plot of land as a main house, and it is typically occupied by relatives of the main house

Please provide the following for both situations:

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See Appendix V for detailed policy and checklist

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Appendices

Appendix I: Working Example – Accurate System Sizing

If you have the full 12 months of historical usage for the homeowner, enter in the usage with the correct corresponding month.

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If you have 6 - 12 months of historical usage for the homeowner, in a market without access to the Living Space Square Footage Calculator, enter in the months available in the corresponding month field, then calculate the average to fill in for remaining months.

Example:

If usage for February - July is provided on bill, do the following calculation:

Average = 785.83 kWh

If only daily averages are available by month, multiply each monthly average by the number of days in that month and fill in the appropriate month field.

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Appendix II: Title Check Cheat Sheet

Sunrun performs a title check as part of the contract approval process. This can result in three types of issues that will require additional information from you to resolve. The following cheat sheet will help you resolve these issues and even prevent them.

ASK the customer if they are on the Title of their home.

This is different from asking “Do you own the home?”, as that doesn’t always correlate to being on the title.

		If you are unsure which customer is on title or both customers are on title, ask both customers to sign the Agreement; one as Primary Account Holder and the other customer as Secondary Account Holder.

ASK the customer if the home is held in a Trust.

If yes, and the customer’s last name is not part of the trust name, ask for a copy of the first 5 pages of the trust document; ensure the customer is listed in the trust. The same person who signs the agreement, must pass credit.

		If you are unsure, it’s always proactive to provide the first 5 pages of the trust document.   Revocable Trusts: All product types   Irrevocable Trusts: Prepaid only

ASK the customer if the home is owned by an LLC.

We do allow this for prepaid products so long as the LLC is owned by a single individual and the individual signs the agreement. You will need to provide LLC Articles of Incorporation.

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Always use the Customer’s full, legal name to generate and sign the Agreement.

Customer names must be entered in the Proposal Tool separately and must sign the contract separately; one customer as the Primary Account Holder and the other customer as the Secondary Account Holder.

Sunrun will not accept Agreements that are generated as or signed as “▇▇▇▇ and ▇▇▇▇ ▇▇▇” or “▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇” as one customer.

		Ask the customer for their ID. This will almost always have the correct name.   Customer Agreement should be generated and signed using the customer’s full name. i.e. “▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇”, not “▇. ▇▇▇▇▇▇▇ ▇▇▇”, “▇▇▇▇ ▇. ▇▇▇”, or “▇.▇. ▇▇▇”).

Check out the building type.

Do a little research on the home using multiple realty websites (Zillow, Red Fin, Trulia, etc.). This will give you a heads up that additional documentation may be required and the correct home type should be selected when generating the proposal.

Use accurate info in the Proposal Tool.

Be sure to choose the correct building type in the Proposal Tool when generating the agreement:

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Prevent and Resolve Issues:

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Appendix III: Golf Course Waiver and Detailed Policy

Background

Golf balls and proximity to golf courses can pose a hazard to rooftop solar installations. If modules are on a roof in a location that is consistently receiving damage from golf balls, this erodes profits over the life of the contract. Sunrun’s insurance deductible is not high enough to cover the damage; the company must pay out of pocket for replacement modules to ensure production guarantees to customers continue to be met.

The rule of thumb adopted by the company as policy is that solar installations must not be built within 500’ of a golf course. However, it is understood that there are certain circumstances under which this rule may not apply and a solar installation may be within 500’ of a golf course but safe from damage. The following policy and procedure provides a way for Partners to sell these types of installations by providing evidence and getting approval from Sunrun for exceptions.

Definitions

The following diagram illustrates the golf features mentioned in this document.

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Policy

Procedure

Pre-Approval: