Consent of Morgan Stanley & Co. LLC
We hereby consent to the use in the Registration Statement of Sunrun Inc. on Form S-4 and in the Joint Proxy Statement/Prospectus of Sunrun Inc. and Vivint Solar, Inc., which is part of the Registration Statement, of our opinion dated July 6, 2020 appearing as Annex C to such Joint Proxy Statement/Prospectus, and to the description of such opinion and to the references to our name contained therein under the headings SummaryOpinions of Vivint Solars Financial AdvisorsOpinion of Morgan Stanley & Co. LLC, Risk FactorsRisks Relating to the Merger, The MergerBackground of the Merger, The MergerReasons for the MergerVivint Solar Boards Recommendation and Reasons for the Merger, The MergerOpinions of Vivint Solars Financial AdvisorsOpinion of Morgan Stanley and The MergerCertain Vivint Solar Unaudited Prospective Financial Information. In giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the Securities Act), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act or the rules and regulations promulgated thereunder.
|MORGAN STANLEY & CO. LLC|
|By:||/s/ Colm Leahy|
New York, New York
September 1, 2020