Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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1.Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report)
2.All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes
3.The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report

INDEX TO EXHIBITS

ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
3.1Amended and Restated Certificate of Incorporation of the Registrant.10-K001-347563.1March 1, 2017
3.2Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.10-K001-347563.2March 1, 2017
3.3Amended and Restated Bylaws of the Registrant.8-K001-347563.2February 1, 2017
4.1Specimen common stock certificate of the Registrant.10-K001-347564.1March 1, 2017
4.2Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009, between Registrant and certain holders of the Registrant’s capital stock named therein.S-1333-1645934.2January 29, 2010
4.3Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 20, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.S-1/A333-1645934.2AMay 27, 2010
4.4Amendment to Fifth Amended and Restated Investors’ Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrant’s capital stock named therein.S-1/A333-1645934.2BMay 27, 2010
4.5Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of June 14, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.S-1/A333-1645934.2CJune 15, 2010
4.6Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of November 2, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein.8-K001-347564.1November 4, 2010
4.7Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 22, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein.S-1/A333-1744664.2EJune 2, 2011
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.8Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 30, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein.8-K001-347564.1June 1, 2011
4.9Sixth Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July 22, 2003 and certain other holders of the capital stock of the Registrant named therein.8-K001-347564.1May 20, 2013
4.10Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 14, 2013, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.2May 20, 2013
4.11Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of August 13, 2015, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.1August 19, 2015
4.12Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 18, 2016, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.1May 24, 2016
4.13Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of March 15, 2017, between the Registrant and certain holders of the capital stock of the Registrant named therein.8-K001-347564.1March 17, 2017
4.14Indenture, dated as of May 22, 2013, by and between the Registrant and U.S. Bank National Association.8-K001-347564.1May 22, 2013
4.15Second Supplemental Indenture, dated as of March 5, 2014, by and between the Registrant and U.S. Bank National Association.8-K001-347564.2March 5, 2014
4.16Form of 0.25% Convertible Senior Note Due March 1, 2019 (included in Exhibit 4.17).8-K001-347564.2March 5, 2014
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.17Third Supplemental Indenture, dated as of March 5, 2014, by and between the Registrant and U.S. Bank National Association.8-K001-347564.4March 5, 2014
4.18Form of 1.25% Convertible Senior Note Due March 1, 2021 (included in Exhibit 4.19).8-K001-347564.4March 5, 2014
4.19Fourth Supplemental Indenture, dated as of March 22, 2017, by and between the Registrant and U.S. Bank National Association.8-K001-347564.2March 22, 2017
4.20Form of 2.375% Convertible Senior Note Due March 15, 2022 (included in Exhibit 4.21).8-K001-347564.2March 22, 2017
4.21Indenture, dated as of August 18, 2017, by and among the Registrant, SolarCity, and U.S. Bank National Association, as trustee.8-K001-347564.1August 23, 2017
4.22Form of 5.30% Senior Note due August 15, 2025.8-K001-347564.2August 23, 2017
4.23Indenture, dated as of September 30, 2014, between SolarCity and Wells Fargo Bank, National Association8-K(1)001-357584.1October 6, 2014
4.24First Supplemental Indenture, dated as of November 21, 2016, between SolarCity and Wells Fargo Bank, National Association, as trustee to the Indenture, dated as of September 30, 2014, between SolarCity and Wells Fargo Bank, National Association, as trustee.8-K001-347564.2November 21, 2016
4.25Indenture, dated as of December 7, 2015, between SolarCity and Wells Fargo Bank, National Association8-K(1)001-357584.1December 7, 2015
4.26First Supplemental Indenture, dated as of November 21, 2016, between SolarCity and Wells Fargo Bank, National Association, as trustee to the Indenture, dated as of December 7, 2015, between SolarCity and Wells Fargo Bank, National Association, as trustee.8-K001-347564.3November 21, 2016
4.27Indenture, dated as of October 15, 2014, between SolarCity and U.S. Bank National Association, as trustee.S-3ASR(1)333-1993214.1October 15, 2014
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.28Third Supplemental Indenture, dated as of October 15, 2014, by and between SolarCity and the Trustee, related to SolarCity’s 3.00% Solar Bonds, Series 2014/3-3.8-K(1)001-357584.4October 15, 2014
4.29Fourth Supplemental Indenture, dated as of October 15, 2014, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2014/4-78-K(1)001-357584.5October 15, 2014
4.30Seventh Supplemental Indenture, dated as of January 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.00% Solar Bonds, Series 2015/3-3.8-K(1)001-357584.4January 29, 2015
4.31Eighth Supplemental Indenture, dated as of January 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/4-7.8-K(1)001-357584.5January 29, 2015
4.32Ninth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/5-5.8-K(1)001-357584.2March 9, 2015
4.33Tenth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/6-10.8-K(1)001-357584.3March 9, 2015
4.34Eleventh Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/7-15.8-K(1)001-357584.4March 9, 2015
4.35Thirteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.60% Solar Bonds, Series 2015/C2-3.8-K(1)001-357584.3March 19, 2015
4.36Fourteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C3-5.8-K(1)001-357584.4March 19, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.37Fifteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C4-10.8-K(1)001-357584.5March 19, 2015
4.38Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C5-15.8-K(1)001-357584.6March 19, 2015
4.39Eighteenth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C7-3.8-K(1)001-357584.3March 26, 2015
4.40Nineteenth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C8-5.8-K(1)001-357584.4March 26, 2015
4.41Twentieth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C9-10.8-K(1)001-357584.5March 26, 2015
4.42Twenty-First Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C10-15.8-K(1)001-357584.6March 26, 2015
4.43Twenty-Fourth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C12-3.8-K(1)001-357584.3April 2, 2015
4.44Twenty-Fifth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C13-5.8-K(1)001-357584.4April 2, 2015
4.45Twenty-Sixth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C14-10.8-K(1)001-357584.5April 2, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.46Twenty-Eighth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C17-3.8-K(1)001-357584.3April 9, 2015
4.47Twenty-Ninth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C18-5.8-K(1)001-357584.4April 9, 2015
4.48Thirtieth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C19-10.8-K(1)001-357584.5April 9, 2015
4.49Thirty-First Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C20-15.8-K(1)001-357584.6April 9, 2015
4.50Thirty-Third Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C22-3.8-K(1)001-357584.3April 14, 2015
4.51Thirty-Fourth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C23-5.8-K(1)001-357584.4April 14, 2015
4.52Thirty-Fifth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C24-10.8-K(1)001-357584.5April 14, 2015
4.53Thirty-Sixth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C25-15.8-K(1)001-357584.6April 14, 2015
4.54Thirty-Eighth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C27-10.8-K(1)001-357584.3April 21, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.55Thirty-Ninth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C28-15.8-K(1)001-357584.4April 21, 2015
4.56Forty-First Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C30-3.8-K(1)001-357584.3April 27, 2015
4.57Forty-Second Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C31-5.8-K(1)001-357584.4April 27, 2015
4.58Forty-Third Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C32-10.8-K(1)001-357584.5April 27, 2015
4.59Forty-Fourth Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C33-15.8-K(1)001-357584.6April 27, 2015
4.60Forty-Sixth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.00% Solar Bonds, Series 2015/10-3.8-K(1)001-357584.3May 1, 2015
4.61Forty-Seventh Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/11-5.8-K(1)001-357584.4May 1, 2015
4.62Forty-Eighth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/12-10.8-K(1)001-357584.5May 1, 2015
4.63Forty-Ninth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/13-15.8-K(1)001-357584.6May 1, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.64Fiftieth Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C34-3.8-K(1)001-357584.2May 11, 2015
4.65Fifty-First Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C35-5.8-K(1)001-357584.3May 11, 2015
4.66Fifty-Second Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C36-10.8-K(1)001-357584.4May 11, 2015
4.67Fifty-Third Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C37-15.8-K(1)001-357584.5May 11, 2015
4.68Fifty-Fourth Supplemental Indenture, dated as of May 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.50% Solar Bonds, Series 2015/14-2.8-K(1)001-357584.2May 14, 2015
4.69Fifty-Fifth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C38-3.8-K(1)001-357584.2May 18, 2015
4.70Fifty-Sixth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C39-5.8-K(1)001-357584.3May 18, 2015
4.71Fifty-Seventh Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C40-10.8-K(1)001-357584.4May 18, 2015
4.72Fifty-Eighth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C41-15.8-K(1)001-357584.5May 18, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.73Fifty-Ninth Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C42-3.8-K(1)001-357584.2May 26, 2015
4.74Sixtieth Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C43-5.8-K(1)001-357584.3May 26, 2015
4.75Sixty-First Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C44-10.8-K(1)001-357584.4May 26, 2015
4.76Sixty-Second Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C45-15.8-K(1)001-357584.5May 26, 2015
4.77Sixty-Fourth Supplemental Indenture, dated as of June 8, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C46-3.8-K(1)001-357584.2June 10, 2015
4.78Sixty-Fifth Supplemental Indenture, dated as of June 8, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C47-5.8-K(1)001-357584.3June 10, 2015
4.79Sixty-Sixth Supplemental Indenture, dated as of June 8, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C48-10.8-K(1)001-357584.4June 10, 2015
4.80Sixty-Seventh Supplemental Indenture, dated as of June 8, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C49-15.8-K(1)001-357584.5June 10, 2015
4.81Sixty-Eighth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C50-3.8-K(1)001-357584.2June 16, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.82Sixty-Ninth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C51-5.8-K(1)001-357584.3June 16, 2015
4.83Seventieth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C52-10.8-K(1)001-357584.4June 16, 2015
4.84Seventy-First Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C53-15.8-K(1)001-357584.5June 16, 2015
4.85Seventy-Second Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C54-3.8-K(1)001-357584.2June 23, 2015
4.86Seventy-Third Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C55-5.8-K(1)001-357584.3June 23, 2015
4.87Seventy-Fourth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C56-10.8-K(1)001-357584.4June 23, 2015
4.88Seventy-Fifth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C57-15.8-K(1)001-357584.5June 23, 2015
4.89Seventy-Eighth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C59-3.8-K(1)001-357584.3June 29, 2015
4.90Seventy-Ninth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C60-5.8-K(1)001-357584.4June 29, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.91Eightieth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C61-10.8-K(1)001-357584.5June 29, 2015
4.92Eighty-First Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C62-15.8-K(1)001-357584.6June 29, 2015
4.93Eighty-Third Supplemental Indenture, dated as of July 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C64-3.8-K(1)001-357584.3July 14, 2015
4.94Eighty-Fourth Supplemental Indenture, dated as of July 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C65-5.8-K(1)001-357584.4July 14, 2015
4.95Eighty-Fifth Supplemental Indenture, dated as of July 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C66-10.8-K(1)001-357584.5July 14, 2015
4.196Eighty-Sixth Supplemental Indenture, dated as of July 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C67-15.8-K(1)001-357584.6July 14, 2015
4.97Eighty-Eighth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C69-3.8-K(1)001-357584.3July 21, 2015
4.98Eighty-Ninth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C70-5.8-K(1)001-357584.4July 21, 2015
4.99Ninetieth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C71-10.8-K(1)001-357584.5July 21, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.100Ninety-First Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C72-15.8-K(1)001-357584.6July 21, 2015
4.101Ninety-Third Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.00% Solar Bonds, Series 2015/18-3.8-K(1)001-357584.3July 31, 2015
4.102Ninety-Fourth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/19-5.8-K(1)001-357584.4July 31, 2015
4.103Ninety-Fifth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/20-10.8-K(1)001-357584.5July 31, 2015
4.104Ninety-Sixth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/21-15.8-K(1)001-357584.6July 31, 2015
4.105Ninety-Eighth Supplemental Indenture, dated as of August 3, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C74-3.8-K(1)001-357584.3August 3, 2015
4.106Ninety-Ninth Supplemental Indenture, dated as of August 3, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C75-5.8-K(1)001-357584.4August 3, 2015
4.107One Hundredth Supplemental Indenture, dated as of August 3, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C76-10.8-K(1)001-357584.5August 3, 2015
4.108One Hundred-and-First Supplemental Indenture, dated as of August 3, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C77-15.8-K(1)001-357584.6August 3, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.109One Hundred-and-Third Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C79-3.8-K(1)001-357584.3August 10, 2015
4.110One Hundred-and-Fourth Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C80-5.8-K(1)001-357584.4August 10, 2015
4.111One Hundred-and-Fifth Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C81-10.8-K(1)001-357584.5August 10, 2015
4.112One Hundred-and-Sixth Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C82-15.8-K(1)001-357584.6August 10, 2015
4.113One Hundred-and-Eighth Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C84-3.8-K(1)001-357584.3August 17, 2015
4.114One Hundred-and-Ninth Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C85-5.8-K(1)001-357584.4August 17, 2015
4.115One Hundred-and-Tenth Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C86-10.8-K(1)001-357584.5August 17, 2015
4.116One Hundred-and-Eleventh Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C87-15.8-K(1)001-357584.6August 17, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.117One Hundred-and-Thirteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C89-3.8-K(1)001-357584.3August 24, 2015
4.118One Hundred-and-Fourteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C90-5.8-K(1)001-357584.4August 24, 2015
4.119One Hundred-and-Fifteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C91-10.8-K(1)001-357584.5August 24, 2015
4.120One Hundred-and-Sixteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C92-15.8-K(1)001-357584.6August 24, 2015
4.121One Hundred-and-Eighteenth Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C94-3.8-K(1)001-357584.3August 31, 2015
4.122One Hundred-and-Nineteenth Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C95-5.8-K(1)001-357584.4August 31, 2015
4.123One Hundred-and-Twentieth Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C96-10.8-K(1)001-357584.5August 31, 2015
4.124One Hundred-and-Twenty-First Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C97-15.8-K(1)001-357584.6August 31, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.125One Hundred-and-Twenty-Second Supplemental Indenture, dated as of September 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s Solar Bonds, Series 2015/R1.8-K(1)001-357584.2September 11, 2015
4.126One Hundred-and-Twenty-Third Supplemental Indenture, dated as of September 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s Solar Bonds, Series 2015/R2.8-K(1)001-357584.3September 11, 2015
4.127One Hundred-and-Twenty-Fourth Supplemental Indenture, dated as of September 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s Solar Bonds, Series 2015/R3.8-K(1)001-357584.4September 11, 2015
4.128One Hundred-and-Twenty-Sixth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C99-3.8-K(1)001-357584.3September 15, 2015
4.129One Hundred-and-Twenty-Seventh Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C100-5.8-K(1)001-357584.4September 15, 2015
4.130One Hundred-and-Twenty-Eighth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C101-10.8-K(1)001-357584.5September 15, 2015
4.131One Hundred-and-Twenty-Ninth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C102-15.8-K(1)001-357584.6September 15, 2015
4.132One Hundred-and-Thirty-First Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C104-3.8-K(1)001-357584.3September 29, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.133One Hundred-and-Thirty-Second Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C105-5.8-K(1)001-357584.4September 29, 2015
4.134One Hundred-and-Thirty-Third Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C106-10.8-K(1)001-357584.5September 29, 2015
4.135One Hundred-and-Thirty-Fourth Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C107-15.8-K(1)001-357584.6September 29, 2015
4.136One Hundred-and-Thirty-Sixth Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C109-3.8-K(1)001-357584.3October 13, 2015
4.137One Hundred-and-Thirty-Seventh Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C110-5.8-K(1)001-357584.4October 13, 2015
4.138One Hundred-and-Thirty-Eighth Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C111-10.8-K(1)001-357584.5October 13, 2015
4.139One Hundred-and-Thirty-Ninth Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C112-15.8-K(1)001-357584.6October 13, 2015
4.140One Hundred-and-Forty-First Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.00% Solar Bonds, Series 2015/23-3.8-K(1)001-357584.3October 30, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.141One Hundred-and-Forty-Second Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/24-5.8-K(1)001-357584.4October 30, 2015
4.142One Hundred-and-Forty-Third Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/25-10.8-K(1)001-357584.5October 30, 2015
4.143One Hundred-and-Forty-Fourth Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/26-15.8-K(1)001-357584.6October 30, 2015
4.144One Hundred-and-Forty-Sixth Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C114-3.8-K(1)001-357584.3November 4, 2015
4.145One Hundred-and-Forty-Seventh Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C115-5.8-K(1)001-357584.4November 4, 2015
4.146One Hundred-and-Forty-Eighth Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C116-10.8-K(1)001-357584.5November 4, 2015
4.147One Hundred-and-Forty-Ninth Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C117-15.8-K(1)001-357584.6November 4, 2015
4.148One Hundred-and-Fifty-First Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C119-3.8-K(1)001-357584.3November 17, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.149One Hundred-and-Fifty-Second Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C120-5.8-K(1)001-357584.4November 17, 2015
4.150One Hundred-and-Fifty-Third Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C121-10.8-K(1)001-357584.5November 17, 2015
4.151One Hundred-and-Fifty-Fourth Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C122-15.8-K(1)001-357584.6November 17, 2015
4.152One Hundred-and-Fifty-Sixth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C124-3.8-K(1)001-357584.3November 30, 2015
4.153One Hundred-and-Fifty-Seventh Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C125-5.8-K(1)001-357584.4November 30, 2015
4.154One Hundred-and-Fifty-Eighth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C126-10.8-K(1)001-357584.5November 30, 2015
4.155One Hundred-and-Fifty-Ninth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C127-15.8-K(1)001-357584.6November 30, 2015
4.156One Hundred-and-Sixty-First Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C129-3.8-K(1)001-357584.3December 14, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.157One Hundred-and-Sixty-Second Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C130-5.8-K(1)001-357584.4December 14, 2015
4.158One Hundred-and-Sixty-Third Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C131-10.8-K(1)001-357584.5December 14, 2015
4.159One Hundred-and-Sixty-Fourth Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C132-15.8-K(1)001-357584.6December 14, 2015
4.160One Hundred-and-Sixty-Sixth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 2.65% Solar Bonds, Series 2015/C134-3.8-K(1)001-357584.3December 28, 2015
4.161One Hundred-and-Sixty-Seventh Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C135-5.8-K(1)001-357584.4December 28, 2015
4.162One Hundred-and-Sixty-Eighth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C136-10.8-K(1)001-357584.5December 28, 2015
4.163One Hundred-and-Sixty-Ninth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C137-15.8-K(1)001-357584.6December 28, 2015
4.164One Hundred-and-Seventy-First Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 3.00% Solar Bonds, Series 2016/2-3.8-K(1)001-357584.3January 29, 2016
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.165One Hundred-and-Seventy-Second Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2016/3-5.8-K(1)001-357584.4January 29, 2016
4.166One Hundred-and-Seventy-Third Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2016/4-10.8-K(1)001-357584.5January 29, 2016
4.167One Hundred-and-Seventy-Fourth Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2016/5-15.8-K(1)001-357584.6January 29, 2016
4.168One Hundred-and-Seventy-Sixth Supplemental Indenture, dated as of February 26, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 4.50% Solar Bonds, Series 2016/7-3.8-K(1)001-357584.3February 26, 2016
4.169One Hundred-and-Seventy-Seventh Supplemental Indenture, dated as of February 26, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/8-5.8-K(1)001-357584.4February 26, 2016
4.170One Hundred-and-Seventy-Eighth Supplemental Indenture, dated as of March 21, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 4.40% Solar Bonds, Series 2016/9-1.8-K(1)001-357584.2March 21, 2016
4.171One Hundred-and-Seventy-Ninth Supplemental Indenture, dated as of March 21, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/10-5.8-K(1)001-357584.3March 21, 2016
4.172One Hundred-and-Eightieth Supplemental Indenture, dated as of June 10, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 4.40% Solar Bonds, Series 2016/11-1.8-K(1)001-357584.2June 10, 2016
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
4.173One Hundred-and-Eighty-First Supplemental Indenture, dated as of June 10, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/12-5.8-K(1)001-357584.3June 10, 2016
4.174One Hundred-and-Eighty-Second Supplemental Indenture, dated as of August 17, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 6.50% Solar Bonds, Series 2016/13-18M.8-K(1)001-357584.2August 17, 2016
10.1**Form of Indemnification Agreement between the Registrant and its directors and officers.S-1/A333-16459310.1June 15, 2010
10.2**2003 Equity Incentive Plan.S-1/A333-16459310.2May 27, 2010
10.3**Form of Stock Option Agreement under 2003 Equity Incentive Plan.S-1333-16459310.3January 29, 2010
10.4**Amended and Restated 2010 Equity Incentive Plan.10-K001-3475610.4February 23, 2018
10.5**Form of Stock Option Agreement under 2010 Equity Incentive Plan.10-K001-3475610.6March 1, 2017
10.6**Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan.10-K001-3475610.7March 1, 2017
10.7**Amended and Restated 2010 Employee Stock Purchase Plan, effective as of February 1, 2017.10-K001-3475610.8March 1, 2017
10.8**2007 SolarCity Stock Plan and form of agreements used thereunder.S-1(1)333-18431710.2October 5, 2012
10.9**2012 SolarCity Equity Incentive Plan and form of agreements used thereunder.S-1(1)333-18431710.3October 5, 2012
10.10**2010 Zep Solar, Inc. Equity Incentive Plan and form of agreements used thereunder.S-8(1)333-1929964.5December 20, 2013
10.11**Offer Letter between the Registrant and Elon Musk dated October 13, 2008.S-1333-16459310.9January 29, 2010
10.12**Performance Stock Option Agreement between the Registrant and Elon Musk dated January 21, 2018.DEF 14A001-34756Appendix AFebruary 8, 2018
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.13**Offer Letter between the Registrant and Jeffrey B. Straubel dated May 6, 2004.S-1333-16459310.12January 29, 2010
10.14**Offer Letter between the Registrant and Deepak Ahuja dated February 21, 2017.10-Q001-3475610.7May 10, 2017
10.15Indemnification Agreement, dated as of February 27, 2014, by and between the Registrant and J.P. Morgan Securities LLC.8-K001-3475610.1March 5, 2014
10.16Form of Call Option Confirmation relating to 0.25% Convertible Senior Notes Due March 1, 2019.8-K001-3475610.2March 5, 2014
10.17Form of Call Option Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.8-K001-3475610.3March 5, 2014
10.18Form of Warrant Confirmation relating to 0.25% Convertible Senior Notes Due March 1, 2019.8-K001-3475610.4March 5, 2014
10.19Form of Warrant Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.8-K001-3475610.5March 5, 2014
10.20Form of Call Option Confirmation relating to 2.375% Convertible Notes due March 15, 2022.8-K001-3475610.1March 22, 2017
10.21Form of Warrant Confirmation relating to 2.375% Convertible Notes due March 15, 2022.8-K001-3475610.2March 22, 2017
10.22†Supply Agreement between Panasonic Corporation and the Registrant dated October 5, 2011.10-K-001-3475610.50February 27, 2012
10.23†Amendment No. 1 to Supply Agreement between Panasonic Corporation and the Registrant dated October 29, 2013.10-K001-3475610.35AFebruary 26, 2014
10.24Agreement between Panasonic Corporation and the Registrant dated July 31, 2014.10-Q001-3475610.1November 7, 2014
10.25†General Terms and Conditions between Panasonic Corporation and the Registrant dated October 1, 2014.8-K001-3475610.2October 11, 2016
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.26Letter Agreement, dated as of February 24, 2015, regarding addition of co-party to General Terms and Conditions, Production Pricing Agreement and Investment Letter Agreement between Panasonic Corporation and the Registrant.10-K001-3475610.25AFebruary 24, 2016
10.27†Amendment to Gigafactory General Terms, dated March 1, 2016, by and among the Registrant, Panasonic Corporation and Panasonic Energy Corporation of North America.8-K001-3475610.1October 11, 2016
10.28†Production Pricing Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.10-Q001-3475610.3November 7, 2014
10.29†Investment Letter Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.10-Q001-3475610.4November 7, 2014
10.30Amendment to Gigafactory Documents, dated April 5, 2016, by and among the Registrant, Panasonic Corporation, Panasonic Corporation of North America and Panasonic Energy Corporation of North America.10-Q001-3475610.2May 10, 2016
10.31ABL Credit Agreement, dated as of June 10, 2015, by and among the Registrant, Tesla Motors Netherlands B.V., certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.8-K001-3475610.1June 12, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.32First Amendment, dated as of November 3, 2015, to ABL Credit Agreement, dated as of June 10, 2015, by and among the Registrant, Tesla Motors Netherlands B.V., certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, and the documentation agent, syndication agents, administrative agent, collateral agent and lenders from time to time party thereto.10-Q001-3475610.1November 5, 2015
10.33Second Amendment, dated as of December 31, 2015, to ABL Credit Agreement, dated as of June 10, 2015, by and among the Registrant, Tesla Motors Netherlands B.V., certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, and the documentation agent, syndication agents, administrative agent, collateral agent and lenders from time to time party thereto.10-K001-3475610.28BFebruary 24, 2016
10.34Third Amendment, dated as of February 9, 2016, to ABL Credit Agreement, dated as of June 10, 2015, by and among the Registrant, Tesla Motors Netherlands B.V., certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, and the documentation agent, syndication agents, administrative agent, collateral agent and lenders from time to time party thereto.10-K001-3475610.28CFebruary 24, 2016
10.35Fourth Amendment to Credit Agreement, dated as of July 31, 2016, by and among the Registrant, Tesla Motors Netherlands B.V., the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.8-K001-3475610.1August 1, 2016
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.36Fifth Amendment to Credit Agreement, dated as of December 15, 2016, among the Registrant, Tesla Motors Netherlands B.V., the lenders party thereto and Deutsche Bank AG, New York Branch, as administrative agent and collateral agent.8-K001-3475610.1December 20, 2016
10.37Sixth Amendment to Credit Agreement, dated as of June 19, 2017, among the Registrant, Tesla Motors Netherlands B.V., the lenders party thereto and Deutsche Bank AG, New York Branch, as administrative agent and collateral agent.10-Q001-3475610.1August 4, 2017
10.38Seventh Amendment to the ABL Credit Agreement, dated as of August 11, 2017, by and among the Registrant, Tesla Motors Netherlands B.V., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other agents party thereto.8-K001-3475610.2August 23, 2017
10.39Eighth Amendment to the ABL Credit Agreement, dated as of March 12, 2018, by and among the Registrant, Tesla Motors Netherlands B.V., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other agents party thereto.10-Q001-3475610.2May 7, 2018
10.40Ninth Amendment to the ABL Credit Agreement, dated as of May 3, 2018, by and among the Registrant, Tesla Motors Netherlands B.V., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other agents party thereto.10-Q001-3475610.3May 7, 2018
10.41Tenth Amendment to the ABL Credit Agreement, dated as of December 10, 2018, by and among the Registrant, Tesla Motors Netherlands B.V., Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other agents party thereto.————X
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.42†Agreement for Tax Abatement and Incentives, dated as of May 7, 2015, by and between Tesla Motors, Inc. and the State of Nevada, acting by and through the Nevada Governor’s Office of Economic Development.10-Q001-3475610.1August 7, 2015
10.43†Amended and Restated Loan and Security Agreement, dated as of August 17, 2017, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, and Deutsche Bank AG, New York Branch, as Administrative Agent.10-Q001-3475610.3November 3, 2017
10.44†Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated as of October 18, 2017, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank AG, New York Branch, as Administrative Agent, and Deutsche Bank Trust Company Americas, as Paying Agent.10-K001-3475610.44February 23, 2018
10.45Amendment No. 2 to Amended and Restated Loan and Security Agreement, dated as of March 23, 2018, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank AG, New York Branch, as Administrative Agent, and Deutsche Bank Trust Company Americas, as Paying Agent.10-Q001-3475610.4May 7, 2018
10.46Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated as of May 4, 2018, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank AG, New York Branch as Administrative Agent, and Deutsche Bank Trust Company Americas, as Paying Agent.10-Q001-3475610.1November 2, 2018
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.47†Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated as of August 16, 2018, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank AG, New York Branch as Administrative Agent and Deutsche Bank Trust Company Americas, as Paying Agent.10-Q001-3475610.3November 2, 2018
10.48†Amendment No. 5 to Amended and Restated Loan and Security Agreement, executed on December 28, 2018, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank AG, New York Branch as Administrative Agent and Deutsche Bank Trust Company Americas, as Paying Agent.————X
10.49†Loan and Security Agreement, dated as of August 17, 2017, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, and Deutsche Bank AG, New York Branch, as Administrative Agent.10-Q001-3475610.4November 3, 2017
10.50†Amendment No. 1 to Loan and Security Agreement, dated as of October 18, 2017, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank AG, New York Branch, as Administrative Agent, and Deutsche Bank Trust Company Americas, as Paying Agent.10-K001-3475610.46February 23, 2018
10.51Amendment No. 2 to Loan and Security Agreement, dated as of March 23, 2018, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank AG, New York Branch, as Administrative Agent, and Deutsche Bank Trust Company Americas, as Paying Agent.10-Q001-3475610.5May 7, 2018
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.52Amendment No. 3 to Loan and Security Agreement, dated as of May 4, 2018, by and among LML Warehouse SPV, LLC, the Lenders and Group Agents from time to time party thereto, and Deutsche Bank AG, New York Branch, as Administrative Agent.10-Q001-3475610.2November 2, 2018
10.53†Amendment No. 4 to Loan and Security Agreement, dated as of August 16, 2018, by and among LML Warehouse SPV, LLC, the Lenders and Group Agents from time to time party thereto, and Deutsche Bank AG, New York Branch, as Administrative Agent.10-Q001-3475610.4November 2, 2018
10.54†Payoff and Termination Letter, executed on December 28, 2018, by and among LML Warehouse SPV, LLC, the Lenders and Group Agents from time to time party thereto, and Deutsche Bank AG, New York Branch, as Administrative Agent, relating to Loan and Security Agreement.————X
10.55†Loan and Security Agreement, executed on December 28, 2018, by and among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent.————X
10.56Purchase Agreement, dated as of August 11, 2017, by and among the Registrant, SolarCity and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the several initial purchasers named therein.8-K001-3475610.1August 23, 2017
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.57Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 2, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.10-Q(1)001-3575810.16November 6, 2014
10.58First Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 31, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.10-K(1)001-3575810.16aFebruary 24, 2015
10.59Second Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 15, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.10-K(1)001-3575810.16bFebruary 24, 2015
10.60Third Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of February 12, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.10-Q(1)001-3575810.16cMay 6, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.61Fourth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc.10-Q(1)001-3575810.16dMay 6, 2015
10.62Fifth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of June 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.10-Q(1)001-3575810.16eJuly 30, 2015
10.63Sixth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 1, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.10-Q(1)001-3575810.16fOctober 30, 2015
10.64Seventh Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.10-Q(1)001-3575810.16gOctober 30, 2015
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
10.65Eighth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 26, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.10-Q(1)001-3575810.16hOctober 30, 2015
10.66Ninth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.10-K(1)001-3575810.16iFebruary 10, 2016
10.67Tenth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 31, 2017, by and between The Research Foundation For The State University of New York, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.10-Q001-3475610.8May 10, 2017
21.1List of Subsidiaries of the Registrant————X
23.1Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm————X
31.1Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer————X
31.2Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer————X
32.1*Section 1350 Certifications————
101.INSXBRL Instance Document
ExhibitIncorporated by ReferenceFiled
NumberExhibit DescriptionFormFile No.ExhibitFiling DateHerewith
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
*Furnished herewith
**Indicates a management contract or compensatory plan or arrangement
†Confidential treatment has been requested for portions of this exhibit
(1)Indicates a filing of SolarCity

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