EX-10.22



 Exhibit 10.22 

EXECUTION COPY 

BILL OF SALE AND ASSIGNMENT 

This BILL OF SALE AND ASSIGNMENT (this “Bill of Sale”), is made and entered into as of June     ,
2014 (the “Effective Date”), by and between VIVINT SOLAR, INC., a Delaware corporation (f/k/a Solar Holdings, Inc.) (together with its successors and permitted assigns, “Vivint Solar”), and VIVINT,
INC., a Utah corporation (together with its successors and permitted assigns “Vivint”). Each of Vivint Solar and Vivint may also be referred to herein individually as a “Party”, and collectively as the
“Parties”. 
 RECITALS 

WHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware
limited liability company. 
 WHEREAS, by this Bill of Sale Vivint is vesting in Vivint Solar all of the properties, assets, and rights of
Vivint described below. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 1. Definitions. Any
capitalized term used but not defined in this Bill of Sale will have the meaning set forth for that term in the Master Framework Agreement of even date herewith between Vivint and Vivint Solar, Inc. (the “Master Framework
Agreement”). Capitalized terms used in this Bill of Sale and not otherwise defined in this Bill of Sale or in the Master Framework Agreement will have the following meanings: 

(a) “Transferred Assets” means the assets set out in Exhibit A. 

2. Transfer. Pursuant to the Master Framework Agreement, Vivint does hereby grant, bargain, sell, convey, transfer, assign, set over,
release, deliver and confirm to Vivint Solar, its successors and assigns, all of their right, title and interest in and to the Transferred Assets to have and to hold the same, with the appurtenances thereof, unto Vivint Solar, its successors and
assigns forever, to and for their own use and benefit. 
 3. No Third Party Beneficiaries. Nothing in this Bill of Sale, express or
implied, is intended or shall be construed to confer upon, or give to, any person, firm or corporation other than Vivint Solar and its successors and assigns, any remedy or claim under or by reason of this Bill of Sale on any terms, covenants or
condition hereof, and all the terms, covenants and conditions, promises and agreements in this Agreement contained shall be for the sole and exclusive benefit of Vivint Solar and its successors and assigns. 

4. Master Framework Agreement. This Bill of Sale is governed by the Master Framework Agreement, including the provisions of Sections 4
(Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement. 
 [SIGNATURE PAGES FOLLOW] 

  

					
		  	1	  	 BILL OF SALE AND ASSIGNMENT

Vivint Solar, Inc. & Vivint, Inc.










 EXECUTION COPY 

[SIGNATURE PAGES TO BILL OF SALE AND ASSIGNMENT] 

IN WITNESS WHEREOF, the Parties have executed this Bill of Sale and Assignment as of the date first written above. 

 

			
	VIVINT SOLAR:
	
	 VIVINT SOLAR, INC.,
 a Delaware
corporation

		
	By:	 	  

	Name:	 	Greg Butterfield
	Title:	 	Chief Executive Officer


 [SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE] 

  

					
		  	2	  	 BILL OF SALE AND ASSIGNMENT

Vivint Solar, Inc. & Vivint, Inc.










 EXECUTION COPY 

 

			
	VIVINT:
	
	 VIVINT, INC.,
 a Utah
corporation

		
	By:	 	  

	Name:	 	Alex Dunn
	Title:	 	President



  

					
		  	3	  	 BILL OF SALE AND ASSIGNMENT

Vivint Solar, Inc. & Vivint, Inc.










 EXHIBIT A 

TRANSFERRED ASSETS 

  

					
		  	4	  	 BILL OF SALE AND ASSIGNMENT

Vivint Solar, Inc. & Vivint, Inc. Confidential