STIPULATION AND ORDER REGARDING UNDERTAKING RE: ATTORNEYS' FEES AND COSTS

RICHARD SEEBORG, District Judge.

WHEREAS, _________________________, (the "Firm") desires to give an undertaking (the "Undertaking") for repayment of their award of attorney fees and costs, approved by the Court, and

WHEREAS, the Parties agree that this Undertaking is in the interests of all Parties and in service of judicial economy and efficiency.

NOW, THEREFORE, each of the undersigned, on behalf of themselves as individuals and as agents for their law firm, hereby submit themselves and their respective law firms to the jurisdiction of the Court for the purpose of enforcing the provisions of this Undertaking.

Capitalized terms used herein without definition have the meanings given to them in the Settlement Agreement.

By receiving any payments pursuant to the Settlement Agreement, the Firm and its shareholders, members, and/or partners submit to the jurisdiction of the United States District Court for the Northern District of California for the enforcement of any and all disputes relating to or arising out of the reimbursement obligation set forth herein and the Settlement Agreement.

The Firm and its shareholders, members, and/or partners are jointly and severally liable for any obligations for any repayments pursuant to this Undertaking.

In the event that the final Settlement Approval Order and Final Judgment or any part of it is vacated, overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is voided, rescinded, or otherwise terminated for any other reason, the Firm shall, within thirty (30) days repay to SolarCity Corp. the full amount of the attorneys' fees and costs paid to the Firm pursuant to the Settlement, including any accrued interest.

In the event the attorney fees and costs awarded by the Court or any part of them are vacated, modified, reversed, or rendered void as a result of an appeal, the Firm shall within thirty (30) days repay to the Settlement Fund the amount of the reduction applicable to that law firm's or attorney's portion of the Fee Award, including any accrued interest.

This Undertaking and all obligations set forth herein shall expire upon finality of all direct appeals of the final Settlement Approval Order and Final Judgment.

In the event the Firm fails to make a repayment required under this Undertaking, the Court shall, upon application of SolarCity Corp., and notice to the Firm, summarily issue orders, including but not limited to judgments and attachment orders against any Person jointly and severally liable pursuant to this Undertaking, and may make appropriate findings for sanctions for contempt of court.

The undersigned stipulate, warrant, and represent that they have both actual and apparent authority to enter into this stipulation, agreement, and undertaking on behalf of the Firm.

This Undertaking may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures by facsimile shall be as effective as original signatures.

The undersigned declare under penalty of perjury under the laws of the United States that they have read and understand the foregoing and that it is true and correct.

IT IS SO STIPULATED:

DATED: January 24, 2018

[PROPOSED] ORDER

The Court has considered the above Stipulation and finds that it is in the interests of all Parties and in service of judicial economy and efficiency. Therefore,

IT IS SO ORDERED.