EX-10.6



 Exhibit 10.6 

SUNRUN INC. 

AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN 

1. Establishment, Objectives and Duration 

1.1 Establishment of the Plan. Sunrun Inc., a Delaware corporation, has adopted this “Sunrun Inc. 2008 Equity Incentive
Plan.” Capitalized terms will have the meanings given to them in Article 2. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, and Restricted Stock. 

1.2 Objectives of the Plan. The Plan’s purpose is to optimize the profitability and growth of the Company through long-term
incentives that are consistent with the Company’s objectives and that link Participants’ interests to those of the Company’s stockholders; to give Participants an incentive for excellence in individual performance; to promote teamwork
among Participants; and to give the Company a significant advantage in attracting and retaining key employees, directors and consultants. 

1.3 Effective Date. 

(a) The Plan will be effective June 20, 2008. The Plan must be approved by the Company’s stockholders by the later of
(1) within 12 months of the date the plan is adopted or the date the agreement is entered into; or (2) prior to or within 12 months of the granting of any option or issuance of any Shares under the Plan. Any Options granted to stockholders
that are exercised prior to stockholder approval must be rescinded if stockholder approval is not obtained in the manner described in the preceding sentence. The Board may make Awards and issue Shares under the Plan at any time after the Plan’s
Effective Date. 
 (b) Options must be granted within 10 years from the Effective Date. 

2. Definitions 

Whenever used in the Plan, the following terms have the meanings set forth below, and when the meaning is intended, the initial letter of the
word will be capitalized: 
 “Advisor” means a consultant, advisor or other independent service provider to any of the
Company Parties. 
 “Affiliate” means any corporation that is a parent or subsidiary corporation (as Code
Sections 424(e) and (f) define those terms) with respect to the Company. 
 “Award” means, individually or
collectively, a grant under this Plan to a Participant of Nonqualified Stock Options, Incentive Stock Options, or Restricted Stock. 







 “Award Agreement” means an agreement entered into between the Company and a
Participant setting forth the terms and provisions applicable to an Award or Awards granted to the Participant. 
 “Board”
or “Board of Directors” means the Board of Directors of the Company. 
 “Change in Control” means
(i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the
Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned
subsidiary, its parent) immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s
voting power is transferred; provided that an acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or
indebtedness of the Company is cancelled or converted or a combination thereof; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Committee” means, as specified in Article 3, a Committee the Board may appoint to administer the Plan. 

“Common Stock” means the Company’s Common Stock. 

“Company” means Sunrun Inc., a Delaware corporation, and any successor thereto as provided in Article 14. 

“Company Parties” means, collectively and without duplication, the Company and any of its Affiliates. 

“Designated Beneficiary” means the Person or Persons the Participant designates in a signed writing, filed with the Company,
as the beneficiary of any amounts or benefits the Participant owns or is to receive under the Plan. If the Participant has not designated a beneficiary under the Plan, or if the Participant’s Designated Beneficiary is not living on the relevant
date hereunder, the Company will treat the Participant’s estate as the Designated Beneficiary. 
 “Director” means any
individual who is a member of the board of directors of any of the Company Parties. 
 “Disability” will have the meaning
set forth in any employment, consulting, or other agreement between any of the Company Parties and the Participant which agreement shall be determinative. Only if there is no employment, consulting, or other agreement between any of the Company
Parties and the Participant, or if such agreement does not define “Disability,” then “Disability” will mean (i) any permanent physical or mental incapacity or disability rendering the Participant unable or unfit to
perform effectively the duties and obligations of the Participant’s 

  
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Service, or (ii) any illness, accident, injury, physical or mental incapacity or other disability, which condition is expected to be permanent or long-lasting and has rendered the
Participant unable or unfit to perform effectively the duties and obligations of the Participant’s Service for a period of at least 90 days in any twelve-consecutive month period (in either case, as determined in the good faith judgment of the
Board. 
 “Disqualifying Disposition” shall have the meaning set forth in Section 8.9. 

“Drag-Along Notice” shall have the meaning set forth in Section 8.7. 

“Drag-Along Right” shall have the meaning set forth in Section 8.7. 

“Effective Date” means June 20, 2008. 

“Employee” means a person employed by the Company or an Affiliate in a common law employee-employer relationship. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 

“Exercise Price” means the price at which a Participant may purchase a Share pursuant to an Option. 

“Fair Market Value” means, as it relates to Common Stock: (i) after a Public Offering, the closing price of such Common
Stock as reported on the principal national securities exchange on which the shares of Common Stock are then listed on the Award Date, as defined in the applicable Award Agreement, or if there were no sales on such date, on the next preceding day on
which there were sales, or if such Common Stock is not listed on a national securities exchange, the last reported bid price in the over-the-counter market; or (ii) before a Public Offering, the Board shall determine Fair Market Value on the
basis of such considerations as the Board deems important and consistent with Section 260.140.50 of Title 10 of the California Code of Regulations and Section 409A of the Code. 

“Incentive Stock Option” or “ISO” means an option to purchase Shares granted under Article 6 that the Board
designates as an Incentive Stock Option, and that is intended to meet the requirements of Code Section 422. 
 “Nonqualified
Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 that is not intended to meet the requirements of Code Section 422. 

“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6. 

“Owned Shares” means Shares that a Participant has acquired through the exercise of an Option or the vesting of Restricted
Stock, in accordance with Article 6 or 7, and the terms of any Award Agreement. 

  
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 “Participant” means a Person whom the Board has selected to receive an Award
under the Plan, pursuant to Section 5.2, or who has an outstanding Award granted under the Plan. 
 “Person” means any
individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization and any governmental entity or any department, agency or political subdivision thereof. 

“Plan” means the Sunrun Inc. 2008 Equity Incentive Plan, as set forth in this document, as from time to time amended. 

“Public Offering” means any sale of the Company’s common stock pursuant to an effective registration statement under the
Securities Act of 1933, as amended from time to time, or any successor act thereto, filed with the Securities and Exchange Commission; provided that the following shall not be considered a public offering: (i) any issuance of common
equity securities by the Company as consideration for a merger or acquisition, (ii) any issuance of common securities to employees, directors or consultants of any of the Company or any of its Affiliates as part of an incentive or compensation
plan, (iii) any issuance of common equity securities as part of a unit with debt or preferred stock or any similar structure in which the common equity securities are being offered primarily as a means of enhancing the Company’s ability to
sell the debt or preferred stock and (iv) the issuance of common stock by the Company upon conversion of any preferred stock of the Company. 

“Redemption Value” means the amount the Company will pay to the Participant in redemption of the Participant’s Owned
Shares following the Company’s exercise of its Repurchase Right. The Redemption Value of the Participant’s Owned Shares will be the value set forth in the Award Agreement. 

“Repurchase Right” shall have the meaning set forth in Section 7.5. 

“Restricted Period” means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on
the passage of time, the achievement of performance objectives, or the occurrence of other events as the Board determines, in its discretion), and/or the Restricted Stock is not vested. 

“Restricted Stock” means a contingent grant of Shares awarded to a Participant pursuant to Article 7. 

“Retirement” means termination of Service on or after reaching the age established by the Company as the normal retirement
age in any unexpired employment, consulting or other agreement between the Participant and the Company and/or an Affiliate, or, if different, a qualified retirement plan sponsored by the Company. 

“Right of First Refusal” shall have the meaning set forth in Section 8.3. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, 

  
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 “Service” means the provision of services in the capacity of (i) an
employee of the Company or an Affiliate, (ii) a non-employee member of the Company’s Board or the board of directors of an Affiliate, or (iii) a consultant or other independent advisor to the Company or an Affiliate. 

“Shares” means the shares of the Company’s Common Stock. 

“Ten Percent Owner” means any person who owns securities possessing more than 10% of the total combined voting power, as
defined in Section 194.5 of the California General Corporate Law, of all classes of securities of the Company or any Affiliate. 

“Transfer Notice” shall have the meaning set forth in Section 8.3. 

3. Administration 

3.1 Plan Administration. The Plan will be administered by the Board or by a Committee that the Board designates for this
purpose. If the Board designates a Committee to administer this Plan, the Board will appoint the Committee members, from time to time, and the Committee members will serve at the Board’s discretion. The Committee will act by a majority of its
members at the time in office and eligible to vote on any particular matter, and Committee action may be taken either by a vote at a meeting or in writing without a meeting. 

3.2 Authority of the Board. Except as limited by law and subject to the provisions of this Plan, the Board will have full power
to: (i) select eligible Persons to participate in the Plan; (ii) determine the sizes and types of Awards; (iii) determine the terms and conditions of Awards in a manner consistent with the Plan; (iv) construe and interpret the
Plan and any agreement or instrument entered into under the Plan; (v) establish, amend or waive rules and regulations for the Plan’s administration; and (vi) subject to the provisions of Article 12, amend the Plan or the terms and
conditions of any outstanding Award to the extent the terms are within the Board’s discretion under in the Plan. Further, the Board will make all other determinations that may be necessary or advisable to administer the Plan. As permitted by
law and consistent with Section 3.1, the Board may delegate some or all of its authority under the Plan. 
 3.3
Decisions Binding. All determinations and decisions made by the Board pursuant to the provisions of the Plan will be final, conclusive and binding on all Persons, including, without limitation, the Company, its stockholders, all Affiliates,
employees, Participants and their estates and beneficiaries. 
 4. Shares Subject to the Plan and Maximum Awards 

4.1 Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.3, the total number of shares
that may be subject to Awards under the Plan is Nine Million Nine Hundred Nine Thousand One Hundred Thirty (9,909,130) and this total number of shares shall in no event exceed thirty percent of the outstanding securities of the Company on an
as-converted basis unless approved by at least two-thirds of the outstanding securities entitled to vote. 

  
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 4.2 Lapsed Awards. If any Award granted under this Plan is canceled, terminates,
expires or lapses for any reason, any Shares subject to the Award will again be available for the grant of an Award under the Plan. 

4.3 Adjustments in Authorized Shares. If the Shares, as currently constituted, are changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or of another corporation (whether because of merger, consolidation, recapitalization, reclassification, split, reverse split, combination of shares, or otherwise, but not
including a Public Offering or other capital infusion from any source) or if the number of Shares is increased through the payment of a stock dividend, provision shall be made so that the Participants shall thereafter be entitled to receive upon
vesting of the such Shares, the number of Shares, to which a Participant would have been entitled on such merger, consolidation, recapitalization, reclassification, split, reverse split, combination of shares or payment of stock dividend. If there
is any other change in the number or kind of the outstanding Shares, of any stock or other securities into which the outstanding Shares have been changed, or for which they have been exchanged, the Board, in its sole discretion, may adjust any Award
already granted or which may be afterward granted. 
 Fractional Shares resulting from any adjustment in Awards pursuant to this
section may be settled in cash or otherwise as the Board determines. The Company will give notice of any adjustment to each Participant who holds an Award that has been adjusted and the adjustment (whether or not such notice is given) will be
effective and binding for all Plan purposes. 
 5. Eligibility and Participation 

5.1 Eligibility. The following Persons are eligible to receive Awards under this Plan: 

 

	 	(a)	any Employee; 

  

	 	(b)	any Advisor; and 

  

	 	(c)	any non-employee Director. 

 5.2 Actual Participation. The Board will determine,
within the limits set forth below, those eligible Persons to whom it will grant Awards. Each eligible Person whom the Board has selected to receive an Award will become a Participant in the Plan upon execution of an Award Agreement. 

6. Stock Options 

6.1 Grant of Options. Subject to the terms and provisions of the Plan, the Board may grant (i) Incentive Stock Options to
any Employee, and (ii) Nonqualified Stock Options to any Employee, Advisor or non-employee Director, in the number, and upon the terms, and at any time and from time to time, as the Board determines and sets forth in the Award Agreement.

 6.2 Award Agreement. Each Option grant will be evidenced by an Award Agreement that specifies the duration of the
Option, the number of Shares to which the Option  

  
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pertains, the manner, time, and rate of exercise and/or vesting of the Option, and such other provisions as the Board determines and sets forth in the Award Agreement. The Award Agreement will
also specify whether the Option is intended to be an ISO or an NQSO. 
 6.3 Exercise Price. Each Option grant and Award
Agreement will specify the Exercise Price for each Share subject to an Option, which the Board will determine and which must be greater than or equal to (and not less than) the Fair Market Value of a Share on the date the Option is granted.

 6.4 Duration of Options. Each Option will expire at the time determined by the Board at the time of grant and set forth
in the Award Agreement, but no later than 120 months after the date of its grant. 
 6.5 Exercise of Options. Options
will become vested and exercisable at such times and be subject to such restrictions and conditions as the Board in each instance approves and sets forth in each Award Agreement. The Board, in any NQSO Award Agreement, may provide that a Participant
may exercise Options before the Options become vested; provided that upon the Participant’s termination of Service, the Participant will forfeit any Shares attributable to the exercise of any Options that were not vested at
the time of such termination of Service. Restrictions and conditions on the exercise of an Option need not be the same for each Award or for each Participant. 

6.6 Payment. The holder of an Option may exercise the Option only by delivering a written notice of exercise to the Company
setting forth the number of Shares as to which the Option is to be exercised, together with full payment at the Exercise Price for the Shares as to which the Option is exercised and any withholding tax relating to the exercise of the Option.

 The Exercise Price and any related withholding taxes will be payable to the Company in full either: (a) in cash, or its
equivalent, in United States dollars; (b) if permitted in the governing Award Agreement, by tendering Shares the Participant (i) owns and (ii) duly endorses for transfer to the Company, (c) in any combination of cash, certified
or cashier’s check and Shares described in clause (b); or (d) by any other means the Board determines to be consistent with the Plan’s purposes and applicable law. 

6.7 Restrictions on Share Transferability. The Board may impose such restrictions on any Shares acquired through exercise of an
Option as it deems necessary or advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which the Shares are then listed and/or traded, and under
any blue sky or state securities laws applicable to the Shares. 
 6.8 Termination of Service. Each Option Award
Agreement will set forth the extent to which the Participant has the right to exercise the Option after his or her termination of Service. These terms will be determined by the Board in its sole discretion, need not be uniform among all Options, and
may reflect, without limitation, distinctions based on the reasons for termination of Service; provided that all Award Agreements provide for a period of at least 30 days after termination of Service within which the Participant
has the right to exercise the Options. If the  

  
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Participant’s termination of Service is caused by death or Disability, the Participant or Participant’s Designated Beneficiary will have a period of at least six (6) months after
termination within which to exercise the Options. 
 6.9 Nontransferability of Options. Except as otherwise provided in a
Participant’s Award Agreement, no Option granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution or to a revocable trust. Further,
except as otherwise provided in a Participant’s Award Agreement, all Options will be exercisable during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. The Board may, in its discretion,
require a Participant’s guardian or legal representative to supply it with the evidence the Board deems necessary to establish the authority of the guardian or legal representative to act on behalf of the Participant. 

6.10 Incentive Stock Options. Notwithstanding any other provision of this Article 6, the following special provisions shall
apply to any award of Incentive Stock Options: 
 (a) The Board may award Incentive Stock Options only to Employees. 

(b) To the extent that the aggregate Fair Market Value of stock with respect to which Incentive Stock Options are exercisable for the first
time by a Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such options shall be treated as Non-Qualified Stock Options. 

(c) If the Employee to whom the Incentive Stock Option is granted is a Ten Percent Owner of the Company, then: (A) the exercise Price
for each share subject to an Option will be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the Award Date; and (B) the Option will expire upon the earlier of (i) the time specified by the Board
in the Award Agreement, or (ii) the fifth anniversary of the date of grant. 
 (d) An Incentive Stock Option must be exercised, if at
all, within three months after the Participant’s Termination of Service for a reason other than death or Disability and within twelve months after the Participant’s Termination of Service for death or Disability. 

7. Restricted Stock 

7.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Board may, at any time and from time to
time, grant Restricted Stock to Employees, Advisors, and/or non-employee Directors in such amounts as it determines and sets forth in the Award Agreement. 

7.2 Award Agreement. Each Restricted Stock grant will be evidenced by an Award Agreement that specifies the Restricted Periods,
the number of Shares granted, the purchase price, if any, and such other provisions as the Board determines and sets forth in the Award Agreement. 

  
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 7.3 Nontransferability. The Restricted Stock granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, until the end of the applicable Restricted Period as specified in the Award Agreement, or upon earlier
satisfaction of any other conditions specified by the Board in its sole discretion and set forth in the Award Agreement. All rights with respect to Restricted Stock will be available during the Participant’s lifetime only to the Participant or
the Participant’s guardian or legal representative. The Board may, in its discretion, require a Participant’s guardian or legal representative to supply it with evidence the Board deems necessary to establish the authority of the guardian
or legal representative to act on behalf of the Participant. 
 7.4 Other Restrictions. The Board may impose such other
conditions and/or restrictions on any Restricted Stock as it deems advisable and sets forth in the applicable Award Agreement including, without limitation, restrictions based upon the achievement of specific performance objectives (Company-wide,
business unit, and/or individual), time-based restrictions on vesting following the attainment of the performance objectives, and/or restrictions under applicable federal or state securities laws. The Board may provide that restrictions established
under this Section as to any given Award will lapse all at once or in installments. 
 The Company shall retain the certificates
representing Shares of Restricted Stock in its possession until all conditions and/or restrictions applicable to the Shares have been satisfied. 

7.5 Repurchase Right. The Company shall have the right (the “Repurchase Right”), exercisable by written notice
to the Participant at any time within ninety (90) days after the date of termination of the Participant’s employment, to purchase all of the Participant’s unvested Restricted Stock. If the Company exercises its Repurchase Right, the
purchase price payable by the Company will be the Redemption Value. 
 7.6 Payment of Awards. Except as otherwise
provided in Articles 7 and 8, Restricted Stock that becomes Owned Shares will be transferable by the Participant after the last day of the applicable Restricted Period. 

7.7 Voting Rights. The applicable Award Agreement may (but is not required to) specify that Participants holding Shares of
Restricted Stock may exercise any voting rights that apply to those Shares during the Restricted Period. 
 7.8 Dividends
and Other Distributions. The applicable Award Agreement may specify that Participants awarded Shares of Restricted Stock hereunder will be credited with regular cash dividends, if any, paid on those Shares during the Restricted Period. Dividends
may be paid currently, accrued as contingent cash obligations, or converted into additional Shares of Restricted Stock, upon such terms as the Board establishes. The Board may apply any restrictions it deems advisable to the crediting and payment of
dividends and other distributions. 
 7.9 Termination of Service. Each Award Agreement will set forth the extent to
which the Participant has the right to retain Restricted Stock after his or her termination of Service with the Company or an Affiliate. These terms will be determined by the Board in its sole discretion, need not be uniform among all Awards of
Restricted Stock, and may reflect, without limitation, distinctions based on the reasons for termination of Service. 

  
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 7.10 Section 83(b) Election. The Participant will indicate to the Company
whether the Participant intends to make a Section 83(b) election with respect to the Restricted Stock. 
 8. Purchase and
Sales Rights 
 The provisions of this Article 8, except for Sections 8.1, 8.6 and 8.7 and the Company’s obligation to pay
the purchase price under Section 8.5, shall terminate upon the completion of a Public Offering. 
 8.1 Transferability of
Award. Except as permitted by this Article 8 or with the prior written consent of the Company, the Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any Award. If the Participant sells, transfers, pledges,
assigns or otherwise alienates or hypothecates the Award in breach of this Section 8.1, the Company will not be required to transfer the Award on its books or to treat any such transferee as owner of the Award. 

8.2 Transferability of Shares Acquired Upon Exercise of Option or Vesting of Restricted Stock. Except as permitted by this
Article 8 or with the prior written consent of the Company, the Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any Owned Shares. If the Participant sells, transfers, pledges, assigns or otherwise alienates or
hypothecates any Owned Shares in breach of this section, the Company will not be required to transfer such Owned Shares on its books or to treat any such transferee as owner of such Owned Shares, to accord the right to vote as such owner or to pay
dividends to any such transferee. 
 8.3 The Company’s Right of First Refusal. In the event the Participant
proposes to sell, pledge or otherwise transfer to a third party any Owned Shares acquired under the Plan, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all of such Shares. If the
Participant wishes to transfer Owned Shares acquired under the Plan, he or she must give written notice (“Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Shares proposed to be
transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by the Participant and by the proposed transferee and must constitute a binding commitment of both parties to the
transfer of the Shares, subject to the Company’s Right of First Refusal. 
 The Company and its assignees shall have the right
(but not the obligation) to purchase any or all of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First
Refusal within 30 days after the date that the Company receives the Transfer Notice. The Company’s rights with respect to the Right of First Refusal shall be freely assignable, in whole or in part. 

If the Company (or its assignee) fails to exercise its Right of First Refusal within 30 days after the date that it received the Transfer
Notice, the Participant may, not later than six months following the date the Company receives the Transfer Notice, conclude a transfer of the Shares 

  
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subject to the Transfer Notice on the terms and conditions described in the Transfer Notice; provided that the transferee acknowledges in writing that such transferee remains bound by this
Right of First Refusal with respect to any subsequent transfer of such Shares, as described in the last paragraph of this Section 8.3. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well
as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this Section. If the Company (or its assignee) exercises its Right of First
Refusal, the Participant and the Company (or its assignee) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice. 

The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of
the Shares. 
 The Company’s Right of First Refusal shall terminate upon the Company’s initial Public Offering. 

8.4 Delivery of Owned Shares to the Company. Within ten (10) days after the Company’s exercise of its Repurchase Right
or its Right of First Refusal, as the case may be, the Participant (or the Participant’s guardian, legal representative or Designated Beneficiary) shall deliver to the Company all certificates representing the Participant’s Owned Shares
with appropriate executed stock transfers conveying, representing and warranting good title to the Company for the Participant’s Owned Shares in compliance with the terms of the Plan and free and clear of all liens, encumbrances or claims of
any third party. 
 8.5 Payment of Purchase Price to Participant. The purchase price of the Participant’s Owned
Shares shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding indebtedness owed by the Participant to the Company, or a combination thereof. 

8.6 Participant’s Rights Upon Change in Control. Upon a Change in Control, the Participant shall be given an opportunity to
exercise any vested and unexercised Option prior to the consummation of the Change in Control and participate in such transaction as a holder of Common Stock. The Company shall have the discretion to provide for the termination of any outstanding
Option as of the effective date of the Change in Control; provided that, the Option will not be so terminated (without the consent of the Participant) before the expiration of ten (10) days following the date on which the
Company provided written notice of the Change in Control. If the Change in Control is structured as a (i) merger or consolidation, the Participant will waive any dissenters rights, appraisal rights or similar rights in connection with such
merger or consolidation, or (ii) sale of Shares, the Participant will agree to sell all of his Owned Shares and any vested Option on the terms and conditions approved by the Company and comparable to the terms applicable (including, without
limitation, the execution of documents) to the Company’s other holders of Common Stock. The Participant will take all actions that the Company considers necessary or desirable in connection with the consummation of the Change in Control.

 8.7 Company’s Drag-Along Rights. Upon a Change in Control, the Company will have the right (the
“Drag-Along Right”), but not the obligation, to cause the Participant to  

  
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tender for purchase any or all Owned Shares, in the same proportion, for the same consideration, at the same price and on the same terms and conditions as apply to the Company’s other
holders of Common Stock. The Drag-Along Right shall apply to the Participant’s Owned Shares. If the Company elects to exercise the Drag-Along Right, it will notify the Participant in writing (the “Drag-Along Notice”). Such
Drag-Along Notice will set forth the name and address of the proposed purchaser, the proposed amount and form of consideration and other terms and conditions of transfer offered by the proposed purchaser, the number of Owned Shares proposed to be
purchased by such purchaser, and a calculation of the purchase price applicable to the Participant. Upon the receipt of a Drag-Along Notice, the Participant will be obligated to transfer its Owned Shares free and clear of any encumbrances to the
proposed purchaser on the terms and for the price set forth in the Drag-Along Notice. The Company’s Drag-Along Right shall terminate upon the Company’s initial Public Offering. 

8.8 Legend. Each certificate evidencing Owned Shares and each certificate issued in exchange for or upon the transfer of any
Owned Shares before a Public Offering will be stamped or otherwise imprinted with such legend as the Company requires (including, without limitation, legends noting the restrictions contained in this Section 8). 

8.9 Disqualifying Disposition. The Participant must notify the Company of any disposition of any Shares issued pursuant to the
exercise of an ISO under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions) (any such circumstance, a “Disqualifying Disposition”), within 10 days of such Disqualifying
Disposition. 
 9. Beneficiary Designation 

Each Participant may, from time to time, name any Designated Beneficiary (who may be named contingently or successively) to whom any benefit
under the Plan is to be paid in case the Participant should die before receiving any or all of his or her Plan benefits. Each beneficiary designation will revoke all prior designations by the same Participant, must be in a form prescribed by the
Company, and must be made during the Participant’s lifetime. If a Designated Beneficiary predeceases the Participant or no beneficiary has been designated, benefits remaining unpaid at the Participant’s death will be paid to the
Participant’s estate or other entity described in the Participant’s Award Agreement. 
 10. Rights of Participants

 10.1 Service. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Affiliate to
terminate any Participant’s Service at any time, or confer upon any Participant any right to continue in the Service of the Company or any Affiliate. 

10.2 Participation. No Employee, Advisor, Director or Participant will have the right to receive an Award under this Plan, or,
having received any Award, to receive a future Award. 
 10.3 Financial Reports. Each year the Company shall furnish to
Participants, its annual balance sheet and income statement, unless such Participants are key employees whose duties with the Company assure them access to equivalent information. Such balance sheet and income statement need not be
audited. 

  
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 11. Deferrals and Section 409A 

11.1 Purpose. As provided in an Award Agreement, the Board may permit or require a Participant to defer receipt of cash or
Shares that would otherwise be due to him or her under the Plan or otherwise create a deferred compensation arrangement (as defined in Section 409A of the Code) in accordance with this Article 11. 

11.2 Initial Deferral Elections. The deferral of an Award or compensation otherwise payable to the Participant shall be set
forth in the terms of the Award Agreement or as elected by the Participant pursuant to such rules and procedures as the Board may establish. Any such initial deferral election by a Participant will designate a time and form of payment and shall be
made at such time as provided below: 
 (a) A Participant may make a deferral election with respect to an Award (or compensation
giving rise thereto) at any time in any calendar year preceding the year in which Service giving rise to such compensation or Award is rendered. 

(b) In the case of the first year in which a Participant becomes eligible to receive an Award or defer compensation under the Plan, the
Participant may make a deferral election within 30 days after the date the Participant becomes eligible to participate in the Plan; provided, that such election may apply only with respect to the portion of the Award or compensation attributable to
Service to be performed subsequent to the election. 
 (c) Where the grant of an Award or payment of compensation, or the applicable
vesting, is conditioned upon the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months in which the Participant performs Service, a Participant may make a
deferral election no later than six months prior to the end of the applicable performance period. 
 (d) Where the vesting of an Award is
contingent upon the Participant’s continued Service for a period of no less than 13 months, the Participant may make a deferral election within 30 days of receiving an Award. 

(e) A Participant may make a deferral election in other circumstances and at such times as may be permitted under Section 409A of the
Code. 
 11.3 Distribution Dates. Any deferred compensation arrangement created under the Plan shall be distributed at such
times as provided in the Award Agreement or a separate election form, which may include the earliest or latest of one or more of the following: 

(a) a fixed date as set forth in the Award Agreement or pursuant to a Participant’s election; 

(b) the Participant’s death; 

  
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 (c) the Participant’s disability, as defined in Section 409A; 

(d) a change in control, as defined in Section 409A; 

(e) an Unforeseeable Emergency, as defined in Section 409A and implemented by the Committee; 

(f) a Participant’s separation of Service, as defined in Section 409A or, in the case of a “specified employee” (as
defined in Section 409A) six months following the Participant’s separation of Service; or 
 (g) such other events as permitted
under Section 409A and the regulations and guidance thereunder. 
 11.4 Restrictions on Distributions. No distribution of
a deferral may be made pursuant to the Plan if the Committee reasonably determines that such distribution would (i) violate federal securities laws or other applicable law; (ii) be nondeductible pursuant to Code Section 162(m); or
(iii) jeopardize the Company’s ability to continue as a going concern. In any such case, distribution shall be made at the earliest date at which the Committee determines such distribution would not trigger clause (i), (ii) or
(iii) above. 
 11.5 Redeferrals. The Company, in its discretion, may permit an Employee to make a subsequent
election to delay a distribution date, or, as applicable, to change the form distribution payments, attributable to one or more events triggering a distribution, so long as (i) such election may not take effect until at least 12 months after
the election is made, (ii) such election defers the distribution for a period of not less than five years from the date such distribution would otherwise have been made, and (iii) such election may not be made less than 12 months prior to
the date the distribution was to be made. 
 11.6 Termination of Deferred Compensation Arrangements. In addition, the
Committee may in its discretion terminate the deferred compensation arrangements created under the Plan subject to the following: 

(a) the arrangement may be terminated within the 30 days preceding, or 12 months following, a change in control, as defined in
Section 409A, provided that all payments under such arrangement are distributed in full within 12 months after termination; 

(b) the arrangement may be terminated in the Committee’s discretion at any time provided that (i) all deferred
compensation arrangements of similar type maintained by the Company are terminated, (ii) all payments are made at least 12 months and no more than 24 months after the termination, and (iii) the Company does not adopt a new arrangement of
similar type for a period of five years following the termination of the arrangement; and 
 (c) the arrangement may be
terminated within 12 months of a corporate dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)(A) provided that the payments under the arrangement are distributed by the
latest of the (i) the end of the calendar year of the termination, (ii) the calendar year in which such payments are fully vested, or (iii) the first calendar year in which such payment is administratively practicable.


  
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 11.7 Interpretation and Section 409A Payments. Any Award under the Plan is
intended either (i) to be exempt from Section 409A under the stock right, short-term deferral or other exceptions available under Section 409A, or (ii) to comply with Section 409A, and shall be administered in a manner
consistent with such intent. For purposes of Section 409A, each payment of deferred compensation under this Plan shall be considered a separate payment. 

12. Amendment, Modification and Termination 

12.1 Amendment, Modification and Termination. The Board may at any time and from time to time, alter, amend, modify or terminate
the Plan in whole or in part. Subject to the terms and conditions of the Plan, the Board may modify, extend or renew outstanding Awards under the Plan, or accept the surrender of outstanding Awards (to the extent not already exercised) and grant new
Awards in substitution of them (to the extent not already exercised). The Board will not, however, modify any outstanding Incentive Stock Option to specify a lower Exercise Price. Notwithstanding the foregoing, no modification of an Award will,
without the prior written consent of the Participant, materially impair any rights or obligations under any Award already granted under the Plan. 

12.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In recognition of unusual or
nonrecurring events (including, without limitation, the events described in Section 4.3) affecting the Company or its financial statements, or in recognition of changes in applicable laws, regulations, or accounting principles, and, whenever
the Board determines that adjustments are appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Board may, using reasonable care, adjust the terms and conditions of,
and the criteria included in, Awards. Notwithstanding the foregoing, no modification of an Award will, without the prior written consent of the Participant, materially impair any rights or obligations under any Award already granted under the
Plan. 
 13. Withholding 

13.1 Tax Withholding. The Company will have the power and the right to deduct or withhold, or require a Participant to remit to
the Company, an amount (either in cash or Shares) sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising under this Plan. 

13.2 Share Withholding. With respect to withholding required upon the exercise of Options, upon the lapse of restrictions on
Restricted Stock, or upon any other taxable event arising as a result of Awards granted hereunder, the Company may satisfy the minimum withholding requirement for supplemental wages, in whole or in part, by withholding Shares having a Fair Market
Value (determined on the date the Participant recognizes taxable income on the Award) equal to the minimum amount of withholding tax required to be collected on the transaction. The Participant may elect, subject to the approval of the Board, to
deliver the necessary funds to satisfy the withholding obligation to the Company, in which case there will be no reduction in the Shares otherwise distributable to the Participant. 

  
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 14. Successors 

All obligations of the Company under the Plan or any Award Agreement will be binding on any successor to the Company resulting from a Change
in Control. 
 15. Legal Construction 

15.1 Number. Except where otherwise indicated by the context, any plural term used in this Plan includes the singular and a
singular term includes the plural. 
 15.2 Severability. If any provision of the Plan is held illegal or invalid for
any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included. 

15.3 Requirements of Law. The granting of Awards and the issuance of Share and/or cash payouts under the Plan will be subject to
all applicable laws, rules, and regulations (including, without limitation, Section 25102(o) of the California Corporations Code) and to any approvals by governmental agencies or national securities exchanges as may be required. 

15.4 Securities Law Compliance. As to any individual who is, on the relevant date, an officer, director or ten percent
beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act, transactions under this Plan are intended to comply
with all applicable conditions of Rule 16b-3 under the Exchange Act, or any successor rule. To the extent any provision of the Plan or action by the Board fails to so comply, it will be deemed null and void, to the extent permitted by law and
deemed advisable by the Board. 
 15.5 Unfunded Status of the Plan. The Plan is intended to constitute an
“unfunded” plan for incentive and deferred compensation. With respect to any payments or deliveries of Shares not yet made to a Participant by the Company, the Participant’s rights are no greater than those of a general creditor of
the Company. The Board may authorize the establishment of trusts or other arrangements to meet the obligations created under the Plan, so long as the arrangement does not cause the Plan to lose its legal status as an unfunded plan. 

15.6 Non-U.S. Based Person. Notwithstanding any other provision of the Plan to the contrary, the Board may make Awards to
Persons who are not citizens or residents of the United States on such terms and conditions different from those specified in the Plan as may, in the Board’s judgment, be necessary or desirable to foster and promote achievement of the
Plan’s purposes. In furtherance of such purposes, the Board may make such modifications, amendments, procedures and subplans as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the
Company operates or has employees. 
 15.7 Other Benefits. No Award granted under the Plan shall be considered
compensation for purposes of computing benefits under any Retirement plan of the Company or an Affiliate, nor affect any benefits or compensation under any other benefit or compensation plan of the Company or an Affiliate, now or subsequently
in effect. 

  
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 15.8 Compliance With Code Section 409A. Any provision of the Plan that becomes
subject to Code Section 409A, will be interpreted and applied consistent with that Section and the applicable Treasury Regulations. 

15.9 Governing Law. To the extent not preempted by federal law, the Plan and all agreements hereunder will be construed and
enforced in accordance with, and governed by, the laws of the State of California, without giving effect to its conflict of laws principles. Participants, the Company, and Affiliates each submit and consent to the jurisdiction of the courts in the
State of California, County of San Francisco, including the Federal Courts located therein, should Federal jurisdiction requirements exist in any action brought to enforce (or otherwise relating to) this Plan or an Award Agreement. 

  
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 INCENTIVE STOCK OPTION AGREEMENT 

UNDER 
 SUNRUN
INC. 2008 EQUITY INCENTIVE PLAN 
 This INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is between Sunrun Inc. (the
“Company”) and Participant (“Participant” or “Optionholder”), and is dated effective as of the date approved by the Company’s Board of Directors (the “Grant Date”). Any term capitalized but not defined in
this Agreement will have the meaning set forth in the Sunrun Inc. 2008 Equity Incentive Plan (the “Plan”). 
 1. Option
Grant. In accordance with the terms of the Plan, and subject to the terms and conditions of this Agreement, the Company hereby grants to Participant an option to purchase Shares of the Company’s Common Stock (the “Option”) as set
forth in the Notice of Stock Option Grant (the “Notice”). Participant may exercise this Option only after it has become vested in accordance with Section 4. 

This Option is intended to be an Incentive Stock Option within the meaning of Code Section 422 and the Plan. To the extent all or part of
this Option would cause the aggregate Fair Market Value of Common Stock with respect to which Incentive Stock Options are exercisable by Participant for the first time during a calendar year (under all plans of the Company and its Affiliates) to
exceed $100,000, that portion of this Option shall be deemed a nonqualified stock option. 
 2. Exercise Price. The Exercise Price
will be as set forth in the Notice, and no less than the Fair Market Value of a Share on the Grant Date. 
 3. Payment of Exercise
Price. Participant must pay the Exercise Price in United States dollars, in cash or by personal check payable to the order of the Company, at the time of purchase. Alternatively, Participant may pay the Exercise Price, or any part of it, with:
(i) Shares owned by Participant with a Fair Market Value equal to the Exercise Price being duly endorsed for transfer to the Company free and clear of any encumbrance; or (ii) any combination of cash, personal check and Shares meeting the
requirements of clause (i) above. 
 (a) If the Company has a withholding obligation upon Participant’s exercise of the Option,
Participant must satisfy this obligation by paying the amount of required withholding to the Company. If Participant does not pay the amount of required withholding to the Company, the Company will withhold from the Shares delivered or from other
amounts payable to Participant, the minimum amount of funds required to cover all applicable federal, state and local income and employment taxes required to be withheld by the Company by reason of such exercise of the Option. 

(b) Shares used to satisfy the Exercise Price and/or any minimum required withholding tax will be valued at their Fair Market Value as
determined by the Board as of the date of exercise. 







 (c) The Company will issue no Shares pursuant to the Option before Participant has: (i) paid
the Exercise Price and, if applicable, the withholding obligation, in full and (ii) satisfied all conditions and/or restrictions applicable to the Options or Shares. 

4. Term, Vesting and Exercise of the Option. 

(a) The Option will expire ten (10) years from the Grant Date (the “Expiration Date”). 

(b) Twenty-five percent (25%) of the Shares subject to the Option, rounded down to the next whole number, will vest on the first
anniversary of the Vesting Commencement Date (“Vesting Commencement Date”) as set forth in the Notice, provided Participant has remained in continuous Service until that date, and 1/36th of the remaining Shares subject to the Option,
rounded down to the next whole number, will vest on the same day of the month as the Vesting Commencement Date each month thereafter (or if there is no corresponding day, on the last day of the month), during Participant’s continuous Service so
that all of the Shares subject to the Option will be fully vested on the fourth anniversary of the Vesting Commencement Date. 
 (c)
Notwithstanding any other provision of this Agreement, Participant will forfeit his or her right to exercise the Option, whether or not it has already vested, if the Board determines in its sole discretion that Participant has been discharged from
Service for Cause. 
 (d) After the Option has vested, and while it is exercisable, Participant (or, in the event of Participant’s
death, Participant’s estate) may exercise the Option in whole or in part by written notice to the Company indicating the number of Shares being purchased. Participant (or, in the event of Participant’s death, Participant’s estate)
must sign the notice. Full payment of the Exercise Price must accompany the notice plus, if applicable, any required withholding tax. Notwithstanding the foregoing, the Option may not be exercised for fewer than 100 Shares at any one time or, if
fewer than 100 Shares remain, all the then-remaining Shares. An Option must be exercised as to a whole number of Shares. 
 5.
Termination of Service. After termination of Service, Participant’s right to exercise the Option will be subject to the following rules. 

(a) Disability or Death. If Participant terminates Service through Disability or death, Participant (or in the case of his or her
death, Participant’s estate) may exercise the Option within the six month period following the termination. 
 (b) Voluntary
Termination. If Participant voluntarily terminates Service for any reason other than Disability or death, Participant (i) may, within the thirty day period following the effective date of termination, exercise the Option to the extent that
it was vested and exercisable on such date and (ii) will forfeit the Option to the extent that it was not vested and exercisable on such date. 

  
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 (c) Involuntary Termination. If the Company terminates Participant’s Service other
than for Disability, death or Cause, Participant (or, in the case of his or her subsequent death, Participant’s estate): (i) may, within the thirty day period following the effective date of termination, exercise the Option to the extent
that it was vested and exercisable on such date and (ii) will forfeit the Option to the extent that it was not vested and exercisable on such date. 

In no event may the Option be exercised after the Expiration Date. 

6. Transferability of Option and Shares Acquired Upon Exercise of Option. Except as permitted by Rule 701 of the Security Act of
1933, by will or by the laws of descent and distribution, Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Option or any Owned Shares. If Participant sells, transfers, pledges, assigns or otherwise
alienates or hypothecates the Option or Owned Shares in breach of this Section, the Company will not be required to transfer the Option or Owned Shares on its books or to treat any such transferee as owner of the Option or Owned Shares. 

(a) If Participant disposes of Owned Shares acquired upon exercise of this Option within two years from the Grant Date or within one year
after his or her exercise of this Option, such disposition will disqualify this Option from being treated as an incentive stock option under Code Section 422 and the Plan. 

(b) Participant represents and warrants to the Company that he or she will notify the Company in writing no later than 10 calendar days
following any sale of Owned Shares acquired upon exercise of the Option. 
 7. Company’s Right of First Refusal and Drag-Along
Right. Under the terms of the Plan, the Company has the right upon receipt of a Transfer Notice to exercise its Right of First Refusal and purchase from Participant all of the Owned Shares described in the Transfer Notice. Upon a Change in
Control, the Company has the right to cause Participant to tender any and all Owned Shares for purchase. Participant hereby agrees to be bound by all provisions of the Plan including without limitation the Right of First Refusal and Drag-Along Right
in Section 8 thereof. 
 8. Participant’s Right to Financial Information. If required by law, each year the Company will
furnish to Participant, its annual balance sheet and income statement, unless such Participant is a key employee whose duties with the Company assure his/her access to equivalent information. Such balance sheet and income statement need not be
audited and shall be treated as confidential by Participant. 
 9. Securities Law Requirements. If at any time the Board determines
that exercising the Option or issuing Shares would violate applicable securities laws, the Option will not be exercisable, and the Company will not be required to issue Shares. The Board may declare any provision of this Agreement or action of its
own null and void, if it determines the provision or action fails to comply with applicable securities laws. As a condition to exercise, the Company may require Participant to make written representations it deems necessary or desirable to comply
with applicable securities laws. 

  
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 10. Representations and Warranties. Participant represents and warrants to the Company
that Participant has received a copy of the Plan and this Agreement, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions in all respects. 

11. Market Stand-Off. Participant, if required by the Company and the managing underwriter of the Company’s initial registered
public offering of Common Stock, shall agree not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, make any short sale of, loan, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares acquired under this Agreement or other securities of the Company held by such holder or enter into any swap or similar agreement that transfers, in whole or in part,
the economic risk of ownership of any such securities, whether any such transaction is to be settled by the delivery of any Shares acquired under this Agreement or other securities of the Company, in cash or otherwise, during a period not to exceed
one hundred eighty (180) days following the effective date of the first registration statement of the Company filed under the Securities Act. Such agreement shall be in writing in a form reasonably satisfactory to the Company, the majority
holders in interest of the Company’s Series A investors and such managing underwriter. The Company shall use its best efforts to ensure that such agreement (i) provides for periodic early releases of portions of the securities subject
thereto upon the occurrence of certain specified events, and (ii) provides that in the event of an early release, all such holders will be released on a pro-rata basis from such market stand-off agreements. The obligations described in this
Section 11 shall not apply to (i) a registration relating solely to employee benefit plans on Form S-8 or a similar form that may be promulgated in the future, (ii) a registration relating solely to a transaction under Rule 145
of the Securities Act on Form S-4 or a similar form that may be promulgated in the future, or (iii) transfers pursuant to an effective registration statement under the Securities Act in compliance with Rule 144 or pursuant to an effective
exemption from registration under the Securities Act and any applicable state securities laws, if the transferee shall agree in writing to be bound by such market stand-off. The Company may impose a stop-transfer instruction with respect to the
shares (or other securities) subject to the foregoing restriction until the end of such one hundred eighty day (180) period. The Market Stand-Off limitation of this Section 11 shall also apply to any new, substituted, or additional
securities, which are distributed with respect to any Shares subject to this Option as a result of a stock dividend, spin-off, stock split or similar transaction affecting the Company’s outstanding securities without receipt of consideration.
The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 11. 
 12. No Obligation to
Exercise Option. Neither Participant nor his or her transferee is or will be obligated by the grant of the Option to exercise it. 
 13.
No Limitation on Rights of the Company. The grant of the Option does not and will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 
 14. Plan and Agreement Not a Contract of
Employment or Service. Neither the Plan nor this Agreement is a contract of employment or Service, and no terms of Participant’s employment or 

  
 -4- 








 
Service will be affected in any way by the Plan, this Agreement or related instruments, except to the extent specifically expressed therein. Neither the Plan nor this Agreement will be construed
as conferring any legal rights of Participant to continue to be employed or remain in Service, nor will it interfere with any Company right to discharge Participant or to deal with Participant regardless of the existence of the Plan, this Agreement
or the Option. 
 15. Participant to Have No Rights as a Stockholder. Before the date as of which Participant is recorded on the
books of the Company as the holder of any Shares underlying the Option, Participant will have no rights as a stockholder with respect to such Shares. 

16. Notice. Any notice or other communication required or permitted under this Agreement must be in writing and must be delivered
personally, sent by certified, registered or express mail, or sent by overnight courier, at the sender’s expense. Notice will be deemed given when delivered personally or, if mailed, three days after the date of deposit in the United States
mail or, if sent by overnight courier, on the regular business day following the date sent. Notice to the Company should be sent to Sunrun Inc., 45 Fremont Street, 32nd Floor, San Francisco, CA 94105, Attention: Chief Executive Officer. Notice to
Participant should be sent to the address set forth on the signature page below. Either party may change the Person and/or address to whom the other party must give notice under this Section 16 by giving the other party written notice of such
change, in accordance with the procedures described above. 
 17. Special Rules if Participant is a Ten Percent Owner.
Notwithstanding any other provision of this Agreement to the contrary, if Participant is a Ten Percent Owner of the Company, then the portion of this Option that is an incentive stock option will expire upon the earlier of (i) the Expiration
Date, or (ii) the fifth anniversary of the Grant Date. 
 18. Successors. All obligations of the Company under this Agreement
will be binding on and inure to the benefit of any assignee of or any successor to the Company, whether the existence of the successor results from a Change in Control or otherwise. 

19. Governing Law. To the extent not preempted by federal law, this Agreement will be construed and enforced in accordance with, and
governed by, the laws of the State of California, without giving effect to its conflict of laws principles. 
 20. Plan Document
Controls. The rights granted under this Agreement are in all respects subject to the provisions set forth in the Plan to the same extent and with the same effect as if set forth fully in this Agreement. If the terms of this Agreement conflict
with the terms of the Plan document, the Plan document will control. 
 21. Amendment of the Agreement. The Company and Participant
may amend this Agreement only by a written instrument signed by both parties. 

*        *        * 

  
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 OPTION EXERCISE FORM 

The undersigned holder of an option to purchase shares of Sunrun Inc. (the “Company”) Common Stock pursuant to an Incentive Stock
Option Agreement (the “Option Agreement”), dated as of             , and the Sunrun Inc. 2008 Equity Incentive Plan adopted June 20, 2008, as amended to date (the
“Plan”), hereby exercises his/her Option to purchase             of such shares, at the Option price of
$            per share, in accordance with the terms and conditions of such Option Agreement and the Plan. 

The undersigned hereby agrees to be bound by all of the provisions of the Option Agreement and the Plan, and to execute any Stockholders
Agreement or any related document required by the Company. 
 Date of Exercise 

                    ,
20         
  

	
	  

	Signature of Person Exercising Option


 Please type or print legibly your name, as you want it to appear on your stock certificate and your
address in the space provided below. 
  

			
	Name:		  

		
	Address:		  

	
	  

	(Street)		
	
	  

	(City)                 (State)                 (Zip
Code)
	
	  

	E-Mail address








 EXHIBIT A 

CONSENT OF SPOUSE 

The undersigned spouse of             (the “Participant”)
has read, understands and hereby approves the Notice of Stock Option Grant (the “Notice”) and corresponding Incentive Stock Option Agreement, dated as of
            , by and between Participant and Sunrun Inc. (the “Company”), together with all exhibits and attachments thereto (together with the Notice, the
“Option Agreement”). In consideration of the Company’s awarding my spouse incentive stock options as set forth in the Option Agreement, the undersigned hereby agrees to be irrevocably bound by the Option Agreement and
further agrees that any community property interest shall similarly be bound by the Option Agreement. The undersigned hereby appoints Participant as his/her attorney-in-fact with respect to any amendment or exercise of any rights under the
Agreement. 
  

									
	Date:		  
				  

							Print Name of Participant’s Spouse
				
							  

							Signature of Participant’s Spouse
					
							Address:		  

				
							  

				
							  

				
							  

		
	 ̈ Check this box if you do not have a spouse and sign below.		
				
	 Date:
		  
				  

							Signature of Participant