Network Installation Corp Sample Contracts

XNE, Inc. – ASSIGNMENT OF CONTRACT (May 13th, 2011)

For and inconsideration of the mutual promises made herein and other valuable consideration, the receipt of which is hereby acknowledged, New Western Energy Corporation, a Nevada corporation (“Assignor”), hereby assigns all of its right, title, and interest in and to the Joint Venture Contract and Operating Agreement entered into by and between Assignor and RC Oil Co., Inc., dated October 8, 2009, and amendments thereto (collectively referred to as “Doshier Contract”) to XnE Inc., a Nevada corporation (“Assignee”).  A true and correct copy of the Doshier Contract is attached hereto marked as Exhibit “A” and incorporated herein by this reference as though fully set forth. The Assignment consists of a 75% leasehold interest in an oil lease and the corresponding net revenue as described in Exhibit A and Exhibit “B” attached herein and incorporated herein by this reference.

Siena Technologies, Inc. – STOCK PURCHASE AGREEMENT (November 9th, 2010)

THIS STOCK PURCHASE AGREEMENT, (the "Agreement") is entered into and effective this 1st day of November, 2010, and supersedes any and all other agreements whether in writing or orally communicated, by and among  ERX Energy, LLC, a Nevada limited liability company,  located at 2351 Sir Edward Lane, Maryville, TN  37803, (“Energy”), (hereinafter collectively referred to as "SELLER"), and XnE, Inc. a Nevada corporation, located at 13700 Alton Parkway, Suite 154-277, Irvine, CA 92618, (hereinafter referred to as the "PURCHASER" or the “Company”);

Siena Technologies, Inc. – STOCK PURCHASE AGREEMENT (April 1st, 2010)

THIS STOCK PURCHASE AGREEMENT, (the "Agreement") is entered into and effective this 5th day of February 2010, and supersedes any and all other agreements whether in writing or orally communicated, by and among MSP on Demand a North Carolina LLC, located at 12 Falls, Granite Falls, NC, 28630, , (hereinafter collectively referred to as "SELLER"), and XnE, Inc. a Nevada corporation, located at 31473 Rancho Viejo Rd, Suite 208, San Juan Capistrano, CA 92675, (hereinafter referred to as the "PURCHASER" or the “Company”);

Siena Technologies, Inc. – AMENDMENT TO ARTICLES OF INCORPORATION OF XNE, INC. (September 18th, 2009)

Pursuant to the provisions of the Nevada Revised Statutes, as amended, the undersigned corporation enacts the following Amendment to the Articles of Incorporation:

Siena Technologies, Inc. – STOCK PURCHASE AGREEMENT (September 18th, 2009)

THIS STOCK PURCHASE AGREEMENT, (the "Agreement") is entered into and effective this 24th day of August 2009, and supersedes any and all other agreements whether in writing or orally communicated, by and among The Triple Play Group, LLC, a Utah limited liability company, located at 216 East St. George Blvd, St. George, UT 84770, (“Triple Play”), and all Members of Triple Play as identified in Exhibit “A”, attached hereto and incorporated herein by reference, (hereinafter collectively referred to as "SELLER"), and XnE, Inc. a Nevada corporation, located at 13700 Alton Parkway, Suite 154-277, Irvine, CA 92618, (hereinafter referred to as the "PURCHASER" or the “Company”);

Siena Technologies, Inc. – ASSET PURCHASE AGREEMENT among KELLEY II, LLC, J. MICHAEL KELLEY, KELLEY COMMUNICATION COMPANY, INC., and SIENA TECHNOLOGIES, INC. (April 9th, 2008)
Siena Technologies, Inc. – Siena Technologies, Inc. WARRANT NO. JULY 2007 101 Dated: July 17, 2007 (August 1st, 2007)

Siena Technologies, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received from Dutchess Private Equities Fund, Ltd., a Cayman Island exempted company (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of  three million (3,000,000) shares of the common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Warrant Shares”), at an exercise price equal to 04/100 ($.04) per share (the “Exercise Price”).  This Warrant may be exercised on a cashless basis anytime after issuance through and including the fifth (5th) anniversary of its original issuance as noted above (the “Expiration Date”), subject to the following terms and conditions:

Siena Technologies, Inc. – ADDENDUM TO NOTE (August 1st, 2007)

THIS ADDENDUM TO NOTE (the “Addendum”) is made this 17th day of July, 2007 and is incorporated into and shall be deemed to amend and supplement the Note made by the undersigned (individually and collectively and jointly and severally, the “Makers”), in favor of Dutchess Private Equities Fund Ltd., successor in interest to Dutchess Private Equities Fund LP, Dutchess Private Equities Fund II LP and Dutchess Advisors Ltd. (the “Holder”) and dated August 1, 2006 (as the same has been modified, restructured, restated and amended to date, including, without limitation, pursuant to the Loan Restructure Agreement dated August 1, 2006 and the Second Loan Restructure Agreement dated January 30, 2007, the “Note”).

Siena Technologies, Inc. – NEGATIVE PLEDGE THIS AGREEMENT dated as of the 17th day of July, 2007. (August 1st, 2007)

WHEREAS pursuant to one or more promissory notes, warrants and other agreements and instruments (collectively, the “Credit Facilities”) between the undersigned and the Lender, the Lender has agreed to make certain loans and other financial accommodations to the undersigned, upon the terms and conditions set forth therein (the "Finance Documents");

Siena Technologies, Inc. – AGREEMENT (August 1st, 2007)

THIS AGREEMENT (this “Agreement”) is dated as of July 17, 2007, by and among Siena Technologies, Inc., a Nevada corporation (“Siena”), Kelley Communication Company, Inc., a Nevada corporation and subsidiary of Siena (“Kelley” and collectively with Siena, the “Company”), and Dutchess Private Equities Fund Ltd. (“Dutchess”).

Siena Technologies, Inc. – AMENDED AND RESTATED SECURITY AGREEMENT (August 1st, 2007)

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of the 17th day of July, 2007, by and among (i) SIENA TECHNOLOGIES, INC., a Nevada corporation, having a mailing address at 5625 Arville Street, Suite E, Las Vegas, NV 89118-2280 (“Siena”), and (ii) KELLEY COMMUNICATION COMPANY, INC., a Nevada corporation, having a mailing address at 5625 Arville Street, Suite E, Las Vegas, NV 89118-2280 (“Kelley Communication”) and together with the Siena, individually, a “Debtor” and collectively, the “Debtors”), for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts  02116 (the “Secured Party”).  This Agreement amends and restates that certain Security Agreement dated as of September 19, 2005 between Network and Dutchess Private Equities Fund, II, LP.

Siena Technologies, Inc. – PROMISSORY NOTE (July 16th, 2007)

FOR VALUE RECEIVED, Siena Technologies, Inc., a Nevada corporation, and all of its subsidiaries (the “Company”) (OTC BB: SIEN) hereby promises to pay to the order of DUTCHESS PRIVATE EQUITIES FUND, LTD., a Cayman Island exempted company (the “Holder”), by the Maturity Date, or earlier, the Face Amount of One Hundred and Ninety Thousand Dollars ($190,000) plus accrued interest  U.S., (this “Note”) in such amounts, at such times and on such terms and conditions as are specified herein.  The Company and the Holder are sometimes hereinafter collectively referred to as the “Parties” and each a “Party” to this Agreement.

Siena Technologies, Inc. – Factoring and Security Agreement (July 6th, 2007)

FOR VALUE RECEIVED, Siena Technologies, Inc., Inc., a Nevada corporation (the “Company”), (OTC BB: SIEN) hereby promises to pay DUTCHESS PRIVATE EQUITIES FUND, LTD. (the “Holder”) by September 15, 2007 (the “Maturity Date”), or earlier, the Face Amount of Two Hundred and Fifteen Thousand dollars ($215,000) U.S., plus accrued interest, in such amounts, at such times and on such terms and conditions as are specified herein.

Siena Technologies, Inc. – Factoring and Security Agreement (June 28th, 2007)

FOR VALUE RECEIVED, Siena Technologies, Inc., Inc., a Nevada corporation (the “Company”), (OTC BB: SIEN) hereby promises to pay DUTCHESS PRIVATE EQUITIES FUND, LTD. (the “Holder”) by August 30, 2007 (the “Maturity Date”), or earlier, the Face Amount of Four Hundred and Eighty-Three Thousand dollars ($483,000) U.S., plus accrued interest, in such amounts, at such times and on such terms and conditions as are specified herein.

Siena Technologies, Inc. – SEPARATION AGREEMENT AND GENERAL RELEASE (June 1st, 2007)

This Separation Agreement and General Release (this "Agreement") is between Jeffrey R. Hultman ("Employee") and Siena Technologies, Inc. ("Siena"), dated as of the 25th day of May 2007. Employee and Siena are referred to collectively as the “Parties.”

Siena Technologies, Inc. – SEPARATION AGREEMENT AND GENERAL RELEASE (June 1st, 2007)

This Separation Agreement and General Release (this "Agreement") is between Christopher G. Pizzo ("Employee") and Siena Technologies, Inc. ("Siena"), dated as of the 25th day of May 2007. Employee and Siena are referred to collectively as the “Parties.”

Siena Technologies, Inc. – Factoring and Security Agreement (May 30th, 2007)

FOR VALUE RECEIVED, Siena Technologies, Inc., Inc., a Nevada corporation (the “Company”), (OTC BB: SEIN) hereby promises to pay DUTCHESS PRIVATE EQUITIES FUND, LTD. (the “Holder”) by August 15, 2007 (the “Maturity Date”), or earlier, the Face Amount of Seven Hundred and Twenty-Five Thousand dollars ($725,000) U.S., plus accrued interest, in such amounts, at such times and on such terms and conditions as are specified herein.

Siena Technologies, Inc. – OPERATING AGREEMENT OF TUSCANY SERVICES LLC, A NEVADA LIMITED LIABILITY COMPANY THIS OPERATING AGREEMENT is made as of the 9th day of April, 2007 (the "Effective Date"), by and among the members of Tuscany Services LLC, a Nevada limited liability company, all of whom have signed this Agreement. NOW THEREFORE, pursuant to the Act (as hereinafter defined), the following agreement, including, without limitation, Appendix 1 (Tax Accounting Procedures) attached hereto and by reference incorporated herein shall constitute the operating agreement, as amended from time to time, for the Company. ARTICL (April 13th, 2007)

Initial Capital Percentage Member Contribution * Units Interest ------ --------------- ----- ---------- MCS Four Hundred Thousand 50 50 % Dollars ($400,000) Kelley Communication Cash and assets in a total 50 50 % agreed fair market value of Seven Hundred Seventy-Five Thousand Dollars ($775,000) Kelley Communication shall receive an initial cash distribution (the "Initial Cash Distribution") of Three Hundred Seventy Five Thousand Dollars ($375,000) within thirty (30) days of making its Initial Capital Contributions, reducing its Capital Contributions and Capital Account to Four Hundred Thousand Dollars ($400,000).

Siena Technologies, Inc. – Execution Copy CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of April 9, 2007 by and among Kelley Communication Company, Inc., a Nevada corporation ("Kelley"), MC SERVICES LLC, a Nevada limited- liability company ("MCS") (each a "Member" and collectively, the "Members") and Tuscany Services LLC, a Nevada limited-liability company (the "Company") with reference to the following circumstances. RECITALS A. The Members are all of the Members of the Company. B. The Members are concurrently enter (April 13th, 2007)

--------- ----------------------- ------------- ---------------- ----- ----- ---- ------ ------- ------- ----- ------- -------- Item # Description Part Number VENDOR 6B 6C 12 18 19 24 25 IVN Total --------- ----------------------- ------------- ---------------- ----- ----- ---- ------ ------- ------- ----- ------- -------- 1 SA Gainmaker UBTRP OVCS 1 1 1 2 1 2 5 2 15 --------- ----------------------- ------------- ---------------- ----- ----- ---- ------ ------- ------- ----- ------- -------- 2 SA Gainmaker LE OVCS 2 4 2 5 3 4 4 6 30 --------- ----------------------- ------------- ---------------- ----- ----- ---- ------ ------- ------- ----- ------- -------- 3 SA Gainmaker Node U

Siena Technologies, Inc. – BUSINESS LOAN AGREEMENT (March 8th, 2007)

THIS BUSINESS LOAN AGREEMENT dated January 29, 2007, is made and executed between KELLEY COMMUNICATION COMPANY, INC. (“Borrower”) and Bank of Nevada (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan. Lender is relying upon Borrowers representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

Siena Technologies, Inc. – CHANGE IN TERMS AGREEMENT (March 8th, 2007)

DESCRIPTION OF EXISTING INDEBTEDNESS. A LOAN EVIDENCED BY A PROMISSORY NOTE DATED APRIL 6, 2004 IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,5430,000.00 AND REFERENCING LOAN NO. 910012673, MODIFIED BY THAT CERTAIN CHANGE IN TERMS AGREEMENTS DATED AS OF JUNE 27, 2005, AND SEPTEMBER 20, 2005 (“NOTE”).

Siena Technologies, Inc. – SECOND AMENDED AND RESTATED PROMISSORY NOTE (March 8th, 2007)

This Note amends and restates and replaces in its entirety the Amended and Restated Promissory Note originally issued August 14, 2006 and effective June 30, 2006 by Makers in favor of the Holder in the face amount of $317,500 (the “First Amended and Restated Promissory Note”). This Note is not executed and delivered in payment of the indebtedness evidenced by the First Amended and Restated Promissory Note, but to evidence the amended terms of that indebtedness. The making and delivery of this Note is not a novation. By acceptance of this Note, Holder hereby (i) waives any default under the First Amended and Restated Promissory Note, and (ii) waives any penalty, premium or interest other than that shown on Exhibit A that may have accrued under the First Amended and Restated Promissory Note.

Siena Technologies, Inc. – SETTLEMENT AGREEMENT (March 1st, 2007)

Disputes have arisen between the Parties and they have agreed to resolve their disputes through mediation. This Agreement is intended to settle all rights and obligations of the Parties.

Siena Technologies, Inc. – SECOND LOAN RESTRUCTURE AGREEMENT (February 9th, 2007)

This SECOND LOAN RESTRUCTURE AGREEMENT between the parties (this "Agreement") is made and entered into this 5th day of February 2007 by and between Siena Technologies, Inc., formerly known as Network Installation Corp., a Nevada corporation (“Siena”), and its subsidiary Kelley Communication Company, Inc., a Nevada corporation (“Kelley”)(collectively referred to as the “Company”), and Dutchess Private Equities Fund Ltd., is successor in interest to Dutchess Private Equities Fund LP and Dutchess Private Equities Fund II LP, and Dutchess Advisors Ltd. (collectively referred to as “Dutchess”)(the Company and Dutchess are sometimes hereinafter collectively referred to as the “Parties”).

Siena Technologies, Inc. – NETWORK INSTALLATION CORP. Common Stock Purchase Warrant _____ Shares (Subject to the Adjustment Provisions Specified Herein) (November 17th, 2006)

Network Installation Corp., a Nevada corporation (the “Company”), for value received, hereby certifies that _____________________________________ (the “Holder”) is entitled to purchase from the Company up to _______ duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at the purchase price of $0.60 per share (the “Warrant Price”) on or before 5:00 p.m. CST August __, 2009 (the “Expiration Date”) subject to the terms, conditions and adjustments set forth below.

Siena Technologies, Inc. – VOTING AGREEMENT (November 17th, 2006)

VOTING AGREEMENT, dated as of ________, 2006 (the “Agreement between Network Installation Corp., a Nevada corporation (“Company”) and the stockholder executing the signature pages hereof (the “Stockholder”).

Siena Technologies, Inc. – REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN NETWORK INSTALLATION CORP. AS ISSUER AND AS INVESTOR DATED AS OF ___________, 2006 REGISTRATION RIGHTS AGREEMENT (November 17th, 2006)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of ___________, 2006 by and between Network Installation Corp., a Nevada corporation (the “Company”), and _________________ (“Investor”).

Siena Technologies, Inc. – Network Installation Corp. 5625 S. Arville, Suite E Las Vegas, Nevada 89118 (November 14th, 2006)

This letter agreement (the “Agreement”) confirms that Network Installation Corp. (“Client”) has engaged Ascendiant Securities, LLC (“Ascendiant”) to act on a best efforts basis as financial advisor and non-exclusive placement agent for the Client in connection with the structuring, issuance, and sale (the “Transaction(s)”) of debt and/or equity securities (the “Securities”) to Investors (as defined in Section 9 below). Ascendiant Securities, LLC is an investment banking firm registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), and member of the NASD and SIPC.

Network Installation Corp – AMENDED AND RESTATED PROMISSORY NOTE (August 14th, 2006)

This Note amends and restates and replaces in its entirety the Promissory Note originally issued September 22, 2005 by NWKI in favor of the Holder in the face amount of $540,000 (the “Original Promissory Note”). This Note is not executed and delivered in payment of the indebtedness evidenced by the Original Promissory Note, but to evidence the amended terms of that indebtedness. The making and delivery of this amended and restated promissory note is not a novation. By acceptance of this Note, Holder hereby (i) waives any default under the Original Promissory Note, (ii) waives any penalty, premium or interest that may have accrued under the Original Promissory Note, and (iii) agrees that any and all warrants issued or issuable to Holder under the Original Promissory Note are hereby cancelled.

Network Installation Corp – PROMISSORY NOTE (August 14th, 2006)

This note may be prepaid in whole or in part at any time without premium or penalty. Partial prepayments shall be applied in the manner designated by Maker at the time such payment is made or, in the absence of such designation, in the discretion of the Holder.

Network Installation Corp – LOAN RESTRUCTURE AGREEMENT (August 14th, 2006)

This LOAN RESTRUCTURE AGREEMENT (this “Agreement”) is made and entered into this 1st day of August, 2006 by and between Network Installation Corp., a Nevada corporation (“NWKI”), and its subsidiary, Kelley Communication Company, Inc., a Nevada corporation (“Kelley”) (together the “Company”), and Dutchess Private Equities Fund LP, Dutchess Private Equities Fund LP II, and Dutchess Advisors Ltd. (collectively “Dutchess”).

Network Installation Corp – PROMISSORY NOTE (August 14th, 2006)

This Note is given pursuant to and is subject to the terms and provisions of the certain Loan Restructure Agreement dated August 1, 2006 between Makers and Holders.

Network Installation Corp – AMENDED AND RESTATED PROMISSORY NOTE (August 14th, 2006)

This Note amends and restates and replaces in its entirety the Promissory Note originally issued September 22, 2005 by NWKI in favor of the Holder in the face amount of $360,000 (the “Original Promissory Note”). This Note is not executed and delivered in payment of the indebtedness evidenced by the Original Promissory Note, but to evidence the amended terms of that indebtedness. The making and delivery of this amended and restated promissory note is not a novation. By acceptance of this Note, Holder hereby (i) waives any default under the Original Promissory Note, (ii) waives any penalty, premium or interest that may have accrued under the Original Promissory Note, and (iii) agrees that any and all warrants issued or issuable to Holder under the Original Promissory Note are hereby cancelled.

Network Installation Corp – EMPLOYMENT AGREEMENT (August 14th, 2006)

SECTION VII.1 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid, such illegal or invalid term or provision shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

Network Installation Corp – LOAN RESTRUCTURE AGREEMENT (August 14th, 2006)

This LOAN RESTRUCTURE AGREEMENT (this “Agreement”) is made and entered into this 7th day of August, 2006 by and between Network Installation Corp., a Nevada corporation (the “Company”), and Preston Capital Partners, LLC (“Preston”).