Exhibit 10.9


	 	 
	
        PARTIAL UNWIND AGREEMENT 

        with respect to

        Base Warrants Confirmation,
dated March 4, 2020

	
        between

        Enphase Energy, Inc. and Barclays
Bank PLC



 


THIS PARTIAL UNWIND
AGREEMENT (this “Agreement”) with respect to the Base Warrants Confirmation (as defined below) is made as of
February 24, 2021 between Enphase Energy, Inc. (the “Company”) and Barclays Bank PLC (“Dealer”),
acting through its agent Barclays Capital Inc. (“Agent”).


 


WHEREAS, the
Company and Dealer entered into a Base Warrants confirmation, dated as of March 4, 2020 (the “Base Warrants Confirmation”),
pursuant to which the Company issued to Dealer warrants to purchase shares of common stock of the Company (the “Transactions”);
and


 


WHEREAS, the Company
has requested, and Dealer has agreed, to unwind the Base Warrants Confirmation with respect to 801,089 Warrants (the “Unwind
Warrants”) underlying the Base Warrants Confirmation.


 


NOW, THEREFORE, in
consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant
and agree as follows:


 


1.            Defined
Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Base Warrants
Confirmations.


 


2.            Partial
Warrants Unwind. On the Delivery Date (as defined below), the Number of Warrants in the Base Warrants Confirmation shall be
reduced by the number of Unwind Warrants from 1,177,315 to 376,226.


 


3.            [Reserved.]


 


4.            Procedures
for Partial Unwind. Pursuant to the terms of this Agreement, on the Hedge Unwind Date (as defined below) Dealer (or an affiliate
of Dealer), for the account of Dealer, shall unwind a portion of its hedge of the Warrants underlying the Base Warrants Confirmation.


 


5.            Delivery.
On the first Scheduled Trading Day following the Hedge Unwind Date, or if such day is not a Currency Business Day, on the next
Currency Business Day immediately following such day (the “Delivery Date”), the Company shall deliver to Dealer
534,690 Shares. “Hedge Unwind Date” means February 26, 2021.


 


6.            Representations
and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that:


 


(a) the Company
has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver
this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution,
delivery and performance;


 


(b) such execution,
delivery and performance do not violate or conflict with any law applicable to the Company, any provision of its constitutional
documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;


 


(c) all governmental
and other consents that are required to have been obtained by the Company with respect to this Agreement have been obtained and
are in full force and effect and all conditions of any such consents have been complied with;


 


(d) the Company’s
obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought
in a proceeding in equity or at law));


 





     


     


    



 


(e) each of the
Company and its affiliates is not in possession of any material nonpublic information regarding the Company or its common stock;


 


(f) the Company
(A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any
broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets
of at least $50 million;


 


(g) the Company
is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into
or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible
into or exchangeable for the Shares) or otherwise in violation of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”);


 


(h) the Company
is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as
amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act);


 


(i) the Company
is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment
company” as such term is defined in the Investment Company Act of 1940, as amended;


 


(j) the Company
agrees that on the date hereof, the Shares shall not be subject to a “restricted period,” as such term is defined in
Regulation M under the Exchange Act and that the Company shall not engage in any “distribution,” as such term is defined
in Regulation M under the Exchange Act, other than a distribution meeting the requirements of the exceptions set forth in sections
101(b)(10) and 102(b)(7) of Regulation M under the Exchange Act, until the second Exchange Business Day immediately following the
Hedge Unwind Date; and


 


(k) the Company
agrees that prior to the date hereof it has notified Dealer of the total number of Shares, if any, purchased by or for the Company
or any of its affiliated purchasers in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Exchange Act) pursuant
to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the
date hereof.


 


7.            Representations
and Warranties of Dealer. Dealer represents and warrants to the Company on the date hereof that:


 


(a) Dealer has
the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this
Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery
and performance;


 


(b) such execution,
delivery and performance do not violate or conflict with any law applicable to Dealer, any provision of its constitutional documents,
any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets;


 


(c) all governmental
and other consents that are required to have been obtained by Dealer with respect to this Agreement have been obtained and are
in full force and effect and all conditions of any such consents have been complied with; and


 


(d) Dealer’s
obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought
in a proceeding in equity or at law)).


 





     


     


    



 


8.            Account
for Payment to the Company.


 


To be advised.





9.            Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference
to choice of law doctrine).


 


10.          No
Other Changes. Except as expressly set forth herein, all of the terms and conditions of the Warrants Confirmations shall remain
in full force and effect and are hereby confirmed in all respects.


 


11.          Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all
of the signatures thereto and hereto were upon the same instrument.


 


12.          No
Reliance, etc. The Company hereby confirms that it has relied on the advice of its own counsel and other advisors (to the extent
it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not
relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable
for any such consequences.


 


13.          Acknowledgments
and Agreements. The Company acknowledges and agrees that (i) the Company does not have, and shall not attempt to exercise,
any influence over how, when or whether to effect sales of the Shares by Dealer (or its agent or affiliate) in connection with
this Agreement and (ii) the Company is entering into this Agreement in good faith and not as part of a plan or scheme to evade
compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Securities Exchange Act
of 1934, as amended. For the avoidance of doubt, the Company agrees that Section 13.2 of the Equity Definitions remains applicable
with respect to any Hedge Positions and Hedging Activities of Dealer in respect of the Transactions subject to the Warrants Confirmations
and the transactions contemplated by this Agreement.


 


14.          Unwind
Warrants. Except for the delivery pursuant to this Agreement, the parties agree that no payments or deliveries shall become
due or payable and no exercises shall occur, with respect to the Unwind Warrants.


 


15.          [Reserved]



 


16.          Role
of Agent. Each of Dealer and the Company acknowledges to and agrees with the other party hereto and to and with the Agent that
(i) the Agent is acting as agent for Dealer under the Transactions pursuant to instructions from such party, (ii) the Agent is
not a principal or party to the Transactions, and may transfer its rights and obligations with respect to the Transactions, (iii)
the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any
manner with respect to the performance of either party under the Transactions, (iv) Dealer and the Agent have not given, and the
Company is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or representations
(whether written or oral) of Dealer or the Agent, other than the representations expressly set forth in this Agreement, and (v)
each party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed
to it in connection with the Transactions. Each party hereto acknowledges and agrees that the Agent is an intended third party
beneficiary hereunder. Company acknowledges that the Agent is an affiliate of Dealer. Dealer will be acting for its own account
in respect of this Agreement and the Transactions contemplated in the Confirmations thereunder.


 






     


     


    



 


IN WITNESS WHEREOF, the parties have executed
this AGREEMENT the day and the year first above written.


 


	 	ENPHASE ENERGY, INC.
	 	 
	 	By:	/s/ Eric Branderiz
	 	 	
        Authorized Signatory

        Title: Chief Financial Officer

	 	 









 


[Signature
Page]


 






     


     


    

 


	 	BARCLAYS BANK PLC
	 	 
	 	By:	/s/ Bradley Diener
	 	 	Authorized Signatory
	 	 	Title: Managing Director



 


[Signature
Page]


 



     


     


    


	
         

        PARTIAL UNWIND AGREEMENT 

        with respect to

        Base Warrants Confirmation,
dated March 4, 2020

	
        between

        Enphase Energy, Inc. and Credit
Suisse Capital LLC





 


THIS PARTIAL UNWIND
AGREEMENT (this “Agreement”) with respect to the Base Warrants Confirmation (as defined below) is made as of
February 24, 2021 between Enphase Energy, Inc. (the “Company”) and Credit Suisse Capital LLC (“Dealer”),
acting through its agent Credit Suisse Securities (USA) LLC (“Agent”).


 


WHEREAS, the
Company and Dealer entered into a Base Warrants confirmation, dated as of March 4, 2020 (the “Base Warrants Confirmation”),
pursuant to which the Company issued to Dealer warrants to purchase shares of common stock of the Company (the “Transactions”);
and


 


WHEREAS, the Company
has requested, and Dealer has agreed, to unwind the Base Warrants Confirmation with respect to 1,068,119 Warrants (the “Unwind
Warrants”) underlying the Base Warrants Confirmation.


 


NOW, THEREFORE, in
consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant
and agree as follows:


 


1.            Defined
Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Base Warrants
Confirmations.


 


2.            Partial
Warrants Unwind. On the Delivery Date (as defined below), the Number of Warrants in the Base Warrants Confirmation shall be
reduced by the number of Unwind Warrants from 1,569,754 to 501,635.


 


3.            [Reserved.]


 


4.            Procedures
for Partial Unwind. Pursuant to the terms of this Agreement, on the Hedge Unwind Date (as defined below) Dealer (or an affiliate
of Dealer), for the account of Dealer, shall unwind a portion of its hedge of the Warrants underlying the Base Warrants Confirmation.


 


5.            Delivery.
On the first Scheduled Trading Day following the Hedge Unwind Date, or if such day is not a Currency Business Day, on the next
Currency Business Day immediately following such day (the “Delivery Date”), the Company shall deliver to Dealer
712,920 Shares. “Hedge Unwind Date” means February 26, 2021.


 


6.            Representations
and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that:


 


 (a) the Company
has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver
this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution,
delivery and performance;


 


 (b) such execution,
delivery and performance do not violate or conflict with any law applicable to the Company, any provision of its constitutional
documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;


 


 (c) all governmental
and other consents that are required to have been obtained by the Company with respect to this Agreement have been obtained and
are in full force and effect and all conditions of any such consents have been complied with;


 


 (d) the Company’s
obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought
in a proceeding in equity or at law));


 





     


     


    



 


(e) each of the
Company and its affiliates is not in possession of any material nonpublic information regarding the Company or its common stock;


 


(f) the Company
(A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any
broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets
of at least $50 million;


 


(g) the Company
is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into
or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible
into or exchangeable for the Shares) or otherwise in violation of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”);


 


(h) the Company
is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as
amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act);


 


(i) the Company
is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment
company” as such term is defined in the Investment Company Act of 1940, as amended;


 


(j) the Company
agrees that on the date hereof, the Shares shall not be subject to a “restricted period,” as such term is defined in
Regulation M under the Exchange Act and that the Company shall not engage in any “distribution,” as such term is defined
in Regulation M under the Exchange Act, other than a distribution meeting the requirements of the exceptions set forth in sections
101(b)(10) and 102(b)(7) of Regulation M under the Exchange Act, until the second Exchange Business Day immediately following the
Hedge Unwind Date; and


 


(k) the Company
agrees that prior to the date hereof it has notified Dealer of the total number of Shares, if any, purchased by or for the Company
or any of its affiliated purchasers in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Exchange Act) pursuant
to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the
date hereof.


 


7.            Representations
and Warranties of Dealer. Dealer represents and warrants to the Company on the date hereof that:


 


(a) Dealer has
the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this
Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery
and performance;


 


(b) such execution,
delivery and performance do not violate or conflict with any law applicable to Dealer, any provision of its constitutional documents,
any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets;


 


(c) all governmental
and other consents that are required to have been obtained by Dealer with respect to this Agreement have been obtained and are
in full force and effect and all conditions of any such consents have been complied with; and


 


(d) Dealer’s
obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought
in a proceeding in equity or at law)).


 


8.             Account
for Payment to the Company.


 


To be advised.




 


9.             Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference
to choice of law doctrine).


 





     


     


    



 


10.          No
Other Changes. Except as expressly set forth herein, all of the terms and conditions of the Warrants Confirmations shall remain
in full force and effect and are hereby confirmed in all respects.


 


11.          Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all
of the signatures thereto and hereto were upon the same instrument.


 


12.          No
Reliance, etc. The Company hereby confirms that it has relied on the advice of its own counsel and other advisors (to the extent
it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not
relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable
for any such consequences.


 


13.          Acknowledgments
and Agreements. The Company acknowledges and agrees that (i) the Company does not have, and shall not attempt to exercise,
any influence over how, when or whether to effect sales of the Shares by Dealer (or its agent or affiliate) in connection with
this Agreement and (ii) the Company is entering into this Agreement in good faith and not as part of a plan or scheme to evade
compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Securities Exchange Act
of 1934, as amended. For the avoidance of doubt, the Company agrees that Section 13.2 of the Equity Definitions remains applicable
with respect to any Hedge Positions and Hedging Activities of Dealer in respect of the Transactions subject to the Warrants Confirmations
and the transactions contemplated by this Agreement.


 


14.          Unwind
Warrants. Except for the delivery pursuant to this Agreement, the parties agree that no payments or deliveries shall become
due or payable and no exercises shall occur, with respect to the Unwind Warrants.


 


15.          U.S.
Stay Regulations. The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018
ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol
are incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a Protocol Covered
Agreement and each party shall be deemed to have the same status as “Regulated Entity” and/or “Adhering Party”
as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement
the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay
Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of this
Agreement and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity”
(or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply,
the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”)
of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)”
published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org
and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the
parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Agreement,
and for such purposes this Agreement shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered
Entity” and the Company shall be deemed a “Counterparty Entity.” In the event that, after the date of this Agreement,
both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph.
In the event of any inconsistencies between this Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral
Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without
definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this
Agreement” include any related credit enhancements entered into between the parties or provided by one to the other. In addition,
the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements,
with all references to Dealer replaced by references to the covered affiliate support provider.


 


“QFC Stay Rules”
means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited
exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act
and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override
of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions
on the transfer of any covered affiliate credit enhancements.


 


16.          Role
of Agent. Agent has no obligation hereunder, by guaranty, endorsement or otherwise, with respect to performance of Dealer’s
obligations hereunder or under the Transactions subject to the Call Option Confirmations.


 






     


     


    



 


IN WITNESS WHEREOF, the parties have executed
this AGREEMENT the day and the year first above written.


 


	 	ENPHASE ENERGY, INC.
	 	 
	 	By:	/s/ Eric Branderiz
	 	 	
        Authorized Signatory

        Title: Chief Financial Officer

	 	 









 


[Signature
Page]


 






     


     


    

 


	 	CREDIT SUISSE CAPITAL LLC
	 	 
	 	By:	/s/ Barry Dixon
	 	 	Authorized Signatory
	 	 	 
	 	By:	/s/ Shui Wong
	 	 	Authorized Signatory


	 	 
	 	CREDIT SUISSE SECURITIES (USA) LLC, as Agent
	 	 
	 	By:	/s/ Shui Wong
	 	 	Authorized Signatory



 


[Signature
Page]


 






     


     


    

 






	
        PARTIAL UNWIND AGREEMENT 

        with respect to

        Base Warrants Confirmation,
dated March 4, 2020

	
        between

        Enphase Energy, Inc. and Goldman
Sachs & Co. LLC








 


THIS PARTIAL UNWIND
AGREEMENT (this “Agreement”) with respect to the Base Warrants Confirmation (as defined below) is made as of
February 24, 2021 between Enphase Energy, Inc. (the “Company”) and Goldman Sachs & Co. LLC (“Dealer”).


 


WHEREAS, the
Company and Dealer entered into a Base Warrants confirmation, dated as of March 4, 2020 (the “Base Warrants Confirmation”),
pursuant to which the Company issued to Dealer warrants to purchase shares of common stock of the Company (the “Transactions”);
and


 


WHEREAS, the Company
has requested, and Dealer has agreed, to unwind the Base Warrants Confirmation with respect to 801,089 Warrants (the “Unwind
Warrants”) underlying the Base Warrants Confirmation.


 


NOW, THEREFORE, in
consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant
and agree as follows:


 


1.            Defined
Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Base Warrants
Confirmations.


 


2.            Partial
Warrants Unwind. On the Delivery Date (as defined below), the Number of Warrants in the Base Warrants Confirmation shall be
reduced by the number of Unwind Warrants from 1,177,315 to 376,226.


 


3.            [Reserved.]


 


4.            Procedures
for Partial Unwind. Pursuant to the terms of this Agreement, on the Hedge Unwind Date (as defined below) Dealer (or an affiliate
of Dealer), for the account of Dealer, shall unwind a portion of its hedge of the Warrants underlying the Base Warrants Confirmation.


 


5.            Delivery.
On the first Scheduled Trading Day following the Hedge Unwind Date, or if such day is not a Currency Business Day, on the next
Currency Business Day immediately following such day (the “Delivery Date”), the Company shall deliver to Dealer
534,690 Shares. “Hedge Unwind Date” means February 26, 2021.


 


6.            Representations
and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that:


 


 (a) the Company
has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver
this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution,
delivery and performance;


 


 (b) such execution,
delivery and performance do not violate or conflict with any law applicable to the Company, any provision of its constitutional
documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets;


 


 (c) all governmental
and other consents that are required to have been obtained by the Company with respect to this Agreement have been obtained and
are in full force and effect and all conditions of any such consents have been complied with;


 


 (d) the Company’s
obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought
in a proceeding in equity or at law));


 





     


     


    



 


(e) each of the
Company and its affiliates is not in possession of any material nonpublic information regarding the Company or its common stock;


 


(f) the Company
(A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any
broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets
of at least $50 million;


 


(g) the Company
is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into
or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible
into or exchangeable for the Shares) or otherwise in violation of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”);


 


(h) the Company
is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as
amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act);


 


(i) the Company
is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment
company” as such term is defined in the Investment Company Act of 1940, as amended;


 


(j) the Company
agrees that on the date hereof, the Shares shall not be subject to a “restricted period,” as such term is defined in
Regulation M under the Exchange Act and that the Company shall not engage in any “distribution,” as such term is defined
in Regulation M under the Exchange Act, other than a distribution meeting the requirements of the exceptions set forth in sections
101(b)(10) and 102(b)(7) of Regulation M under the Exchange Act, until the second Exchange Business Day immediately following the
Hedge Unwind Date; and


 


(k) the Company
agrees that prior to the date hereof it has notified Dealer of the total number of Shares, if any, purchased by or for the Company
or any of its affiliated purchasers in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Exchange Act) pursuant
to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the
date hereof.


 


7.            Representations
and Warranties of Dealer. Dealer represents and warrants to the Company on the date hereof that:


 


(a) Dealer has
the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this
Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery
and performance;


 


(b) such execution,
delivery and performance do not violate or conflict with any law applicable to Dealer, any provision of its constitutional documents,
any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets;


 


(c) all governmental
and other consents that are required to have been obtained by Dealer with respect to this Agreement have been obtained and are
in full force and effect and all conditions of any such consents have been complied with; and


 


(d) Dealer’s
obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought
in a proceeding in equity or at law)).








 


8.            Account
for Payment to the Company.


 


 To be advised.




 


9.            Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference
to choice of law doctrine).


 



     


     


    



 


10.          No
Other Changes. Except as expressly set forth herein, all of the terms and conditions of the Warrants Confirmations shall remain
in full force and effect and are hereby confirmed in all respects.


 


11.          Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all
of the signatures thereto and hereto were upon the same instrument.


 


12.          No
Reliance, etc. The Company hereby confirms that it has relied on the advice of its own counsel and other advisors (to the extent
it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not
relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable
for any such consequences.


 


13.          Acknowledgments
and Agreements. The Company acknowledges and agrees that (i) the Company does not have, and shall not attempt to exercise,
any influence over how, when or whether to effect sales of the Shares by Dealer (or its agent or affiliate) in connection with
this Agreement and (ii) the Company is entering into this Agreement in good faith and not as part of a plan or scheme to evade
compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Securities Exchange Act
of 1934, as amended. For the avoidance of doubt, the Company agrees that Section 13.2 of the Equity Definitions remains applicable
with respect to any Hedge Positions and Hedging Activities of Dealer in respect of the Transactions subject to the Warrants Confirmations
and the transactions contemplated by this Agreement.


 


14.          Unwind
Warrants. Except for the delivery pursuant to this Agreement, the parties agree that no payments or deliveries shall become
due or payable and no exercises shall occur, with respect to the Unwind Warrants.


 


15.          U.S.
Stay Regulations. The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018
ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol
are incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a Protocol Covered
Agreement and each party shall be deemed to have the same status as “Regulated Entity” and/or “Adhering Party”
as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement
the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay
Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of this
Agreement and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity”
(or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply,
the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”)
of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)”
published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org
and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the
parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Agreement,
and for such purposes this Agreement shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered
Entity” and the Company shall be deemed a “Counterparty Entity.” In the event that, after the date of this Agreement,
both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph.
In the event of any inconsistencies between this Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral
Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without
definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this
Agreement” include any related credit enhancements entered into between the parties or provided by one to the other. In addition,
the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements,
with all references to Dealer replaced by references to the covered affiliate support provider.


 


“QFC Stay Rules”
means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited
exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act
and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override
of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions
on the transfer of any covered affiliate credit enhancements.


 








16.          Role
of Agent. Agent has no obligation hereunder, by guaranty, endorsement or otherwise, with respect to performance of Dealer’s
obligations hereunder or under the Transactions subject to the Call Option Confirmations.


 






     


     


    



 


IN WITNESS WHEREOF, the parties have executed
this AGREEMENT the day and the year first above written.


 


	 	ENPHASE ENERGY, INC.
	 	 
	 	By:	/s/ Eric Branderiz
	 	 	
        Authorized Signatory

        Title: Chief Financial Officer

	 	 











 


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	 	Goldman sachs & Co. llc
	 	 
	 	By:	/s/ Mike Voris
	 	 	Authorized Signatory
	 	 	Title: Partner



 


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