EXHIBIT 4.04 NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Demarco Energy Systems of America Inc • April 3rd, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 10.05 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 14th, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
EXHIBIT 4.09 SECURITY AGREEMENTSecurity Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.03 NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Demarco Energy Systems of America Inc • April 3rd, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.03 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of September 26, 2000, between DeMarco Energy Systems of America, Inc., a Utah corporation ("DeMarco Energy"), and the secured parties signatory hereto and their respective endorsees,...Security Agreement • October 11th, 2000 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.06 ESCROW AGREEMENT ESCROW ACCOUNT #'S 470 000 1852 & 470 000 1860 This Escrow Agreement ("Agreement"), dated as of September 26, 2000, is entered into by and among Demarco Energy Systems of America, Inc., a Utah corporation (the "Company"),...Escrow Agreement • October 11th, 2000 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.07 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 26, 2002, among DeMarco Energy Systems of America, Inc., a Utah corporation (the "Company"), and the investors...Registration Rights Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 10.06 MASTER AGREEMENT FOR DESIGN AND CONSTRUCTION SERVICES TO BE PROVIDED BY: ______________________________________ CHEVRON ENERGY SOLUTIONS CONTRACT NO. _______ DATE: February 1, 2001 TABLE OF CONTENTS ARTICLE 1...Master Agreement • October 9th, 2001 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • California
1 EXHIBIT 4.05 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 26, 2000, among DeMarco Energy Systems of America, Inc., a Utah corporation (the "Company"), and the investors...Registration Rights Agreement • October 11th, 2000 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.01 NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Demarco Energy Systems of America Inc • April 3rd, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.05 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS DEMARCO ENERGY SYSTEMS OF AMERICA, INC. [Transfer Agent Address] Gentlemen: Reference is made to that certain Secured Convertible Debenture Purchase Agreement (the "Purchase Agreement"), dated as of...Demarco Energy Systems of America Inc • April 3rd, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip
Reference is made to that certain Secured Convertible Debenture Purchase Agreement (the "Purchase Agreement"), dated as of March 26, 2002, among DeMarco Energy Systems of America, Inc. , a Utah corporation (the "Company"), and the purchasers named therein (the "Holders") pursuant to which the Company is issuing to the Holders its 10% Secured Convertible Debentures (the "Debentures") which shall be convertible into shares of the Company's common stock, $.001 par value per share (the "Common Stock). The shares of Common Stock issuable upon conversion of the Debentures is referred to herein as "Underlying Shares."
EXHIBIT 4.08 INTELLECTUAL PROPERTY SECURITY AGREEMENT ---------------------------------------- INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of March 26, 2002, between DeMarco Energy Systems of America, Inc., a Utah corporation (and collectively...Intellectual Property Security Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.07 New Millennium Capital Partners II, LLC 155 First Street, Suite B Mineola, NY 11501 AJW Partners, LLC 155 First Street, Suite B Mineola, NY 11501 March 28, 2001 DeMarco Energy Systems of America, Inc. 12885 Highway 183 Suite 108-A Austin,...Convertible Debenture Purchase Agreement • October 9th, 2001 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
EXHIBIT 10.05 FHP MANUFACTURING COMPANY OEM AGREEMENTOem Agreement • October 15th, 2001 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
EXHIBIT 10.03 STRATEGIC PARTNERSHIP AGREEMENT This Agreement is by and between SLi Lighting Solutions, Inc. (hereinafter, "SLi") with its principal place of business at 11999 Plano Road, Suite 190, Dallas, Texas 75023 and DeMarco Energy Systems of...Strategic Partnership Agreement • October 15th, 2001 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the...Secured Convertible Debenture Purchase Agreement • April 3rd, 2002 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 4.02 SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENTDemarco Energy Systems of America Inc • October 11th, 2000 • Air-cond & warm air heatg equip & comm & indl refrig equip
EXHIBIT 10.01 PG&E ENERGY SERVICES SUBCONTRACTOR MASTER AGREEMENT FOR ENERGY RELATED EQUIPMENT AND SERVICES THIS SUBCONTRACTOR MASTER AGREEMENT ("Master Agreement"), effective as of August 23, 1999 ("Effective Date), is made and entered into between...Subcontractor Master Agreement • October 9th, 2001 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • California
EXHIBIT 10.06 MASTER AGREEMENT FOR DESIGN AND CONSTRUCTION SERVICES TO BE PROVIDED BY:Master Agreement for Design and Construction • June 18th, 2001 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • California
EXHIBIT 10.04 OEM AGREEMENT This agreement effective this _______day of_______ 19________ is by and between FHP MANUFACTURING DIVISION of Harrow Products, Inc. (FHP) with its principal place of business at 601 N.W. 65th Court, Fort Lauderdale, Florida...Oem Agreement • February 14th, 2001 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
FHP MANUFACTURING COMPANY OEM AGREEMENTOem Agreement • June 18th, 2001 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
1 EXHIBIT 4.04 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of September 26, 2000, between DeMarco Energy Systems of America, Inc., a Utah corporation ("DeMarco Energy"), and the secured parties signatory...Intellectual Property Security Agreement • October 11th, 2000 • Demarco Energy Systems of America Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
