Arkados Group, Inc. Sample Contracts

Iota Communications, Inc. – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (May 20th, 2019)

THIS AMENDMENT, dated as of May 20, 2019 (this “Amendment”), by and between IOTA COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and TERRENCE DEFRANCO (the “Executive”).

Iota Communications, Inc. – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (May 20th, 2019)

THIS AMENDMENT, dated as of May 20, 2019 (this “Amendment”), by and between IOTA COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and BARCLAY KNAPP (the “Executive”).

Iota Communications, Inc. – IOTA COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT (May 20th, 2019)

THIS WARRANT CERTIFICATE (the "Warrant Certificate") certifies that for value received, ___________________ (the "Holder"), is the owner of this warrant (the "Warrant"), which entitles the Holder to purchase at any time on or before the Expiration Date (as defined below) ____________________________________ (_______________) shares (the "Warrant Shares") of fully paid non-assessable common stock (the "Common Stock") of IOTA COMMUNICATIONS, INC., a Delaware corporation (the "Company"), at a purchase price per Warrant Share of $0.54 (the "Purchase Price"), in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided.

Iota Communications, Inc. – UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS OF THE COMPANY (March 19th, 2019)

The following unaudited pro forma condensed combined balance sheet as of May 31, 2018 and the unaudited pro forma condensed combined statement of operations for the year ended May 31, 2018 and 2017 are based on the historical consolidated financial statements of Iota Communications, Inc. (f/k/a Solbright Group, Inc.), a Delaware corporation (the “Company”) and Iota Networks, LLC (f/k/a M2M Spectrum Networks, LLC), an Arizona limited liability company (“Iota Networks”) after giving effect to the Company’s acquisition of Iota Networks effective September 1, 2018, and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

Iota Communications, Inc. – IOTA NETWORKS, LLC (F/k/a M2M SPECTRUM NETWORKS, LLC) (March 19th, 2019)

We have audited the accompanying balance sheets of Iota Networks, LLC (f/k/a M2M Spectrum Networks, LLC) (the “Company”), as of May 31, 2018 and 2017, the related statements of operations, member’s deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America

Iota Communications, Inc. – Business Update – Appointment of Carole Downs to the Board of Directors – Status of Tender Offer for Class of Warrant Holders (January 11th, 2019)

NEW HOPE, Pa., Jan. 9, 2019 /PRNewswire/ — Iota Communications, Inc. (OTCQB: IOTC), a wireless network carrier and industrial automation company that provides Internet of Things (IoT) solutions that optimize energy efficiency, sustainability and operations for businesses, today provided a corporate update related to 2018 activities.

Solbright Group, Inc. – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (September 7th, 2018)

Reference is hereby made to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of July 30, 2018, by and among Solbright Group, Inc., a Delaware corporation (the “Parent”), Iota Networks, LLC, an Arizona limited liability company and a direct wholly-owned subsidiary of Parent (the “Acquisition Subsidiary”), M2M Spectrum Networks, LLC, an Arizona limited liability company (the “Company”), and Spectrum Networks Group, LLC, an Arizona limited liability company and the majority member of the Company (the “Company Parent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement.

Solbright Group, Inc. – IOTA COMMUNICATIONS, INC. EMPLOYMENT AGREEMENT (September 7th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 5th day of September, 2018, effective as of the 1st day of September, 2018 (the “Effective Date”) by and between Iota Communications, Inc., a Delaware corporation (“Company”), and Barclay Knapp (“Executive”).

Solbright Group, Inc. – SOLBRIGHT GROUP, INC. (to be renamed Iota Communications, Inc.) COMMON STOCK PURCHASE WARRANT (September 7th, 2018)

This Warrant is one of a series of warrants (collectively, the “Merger Warrants”) of like tenor that have been issued in connection with an Agreement and Plan of Merger and Reorganization, dated July 30, 2018, by and among the Company, Iota Networks, LLC, an Arizona limited liability company and a wholly owned subsidiary of the Company (“Iota Networks”), M2M Spectrum Networks, LLC, an Arizona limited liability company (“M2M Spectrum Networks”), and Spectrum Networks Group, LLC, an Arizona limited liability company and the majority member of M2M Spectrum Networks, pursuant to which, on September 5, 2018, Iota Networks merged with and into M2M Spectrum Networks (the “Merger”), with M2M Spectrum Networks continuing as the surviving entity and a wholly owned subsidiary of the Company. The Merger Warrants are being issued in exchange for warrants to purchase common equity units of M2M Spectrum Networks in connection with the Merger.

Solbright Group, Inc. – IOTA COMMUNICATIONS, INC. EMPLOYMENT AGREEMENT (September 7th, 2018)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 5th day of September, 2018, effective as of the 1st day of September, 2018 (the “Effective Date”) by and between Iota Communications, Inc., a Delaware corporation (“Company”), and Terrence DeFranco (“Executive”).

Solbright Group, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among SOLBRIGHT GROUP, INC., a Delaware corporation, (August 2nd, 2018)

Agreement and Plan of Merger and Reorganization (this “Agreement”), dated as of July 30, 2018, by and among Solbright Group, Inc., a Delaware corporation (the “Parent”), Iota Networks, LLC, an Arizona limited liability company and a direct wholly-owned subsidiary of Parent (the “Acquisition Subsidiary”), M2M Spectrum Networks, LLC, an Arizona limited liability company (the “Company”), Spectrum Networks Group, LLC, an Arizona limited liability company and the majority member of the Company (“Company Parent”). The Parent, the Acquisition Subsidiary, the Company and the Company Parent are each a “Party” and referred to collectively herein as the “Parties.”

Solbright Group, Inc. – ESCROW DEPOSIT AGREEMENT (May 24th, 2018)

This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 30th day of April 2018, by and among SOLBRIGHT GROUP, INC, a Delaware corporation (the “Company”), having an address at One Gateway Center, 26th Fl, Newark, NJ 07102, PAULSON INVESETMENT COMPANY, a Delaware limited liability company, (the “Placement Agent”), having an address at 2141 W. North Ave, 2nd Fl, Chicago, IL 60647, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 950 Third Avenue, 9th Floor, New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus, dated April 30th, 2018, including all attachments, schedules and exhibits thereto (the “Prospectus”).

Solbright Group, Inc. – SOLBRIGHT GROUP, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 10% SERIES A-1 CUMULATIVE CONVERTIBLE REDEEMABLE PERPETUAL PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (April 30th, 2018)
Solbright Group, Inc. – Contract (January 16th, 2018)

Reference is hereby made to the Note Purchase Agreement dated May 1, 2017 (the “Agreement”) and Agreement and Waiver dated August 29, 2017 (the “August Waiver”) by and between Arkados Group, Inc. (now Solbright Group, Inc.), a Delaware corporation (the “Company”), and the undersigned entities (collectively, “AIP”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Solbright Group, Inc. – AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE AISSUED ON OR AROUND APRIL 21, 2017 (January 16th, 2018)

THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into on November 10, 2017 (the “Effective Date”), by and between Arkados Group, Inc., a Delaware corporation (the “Company”), and L2 Capital, LLC (the “Holder”) (collectively the “Parties”).

Solbright Group, Inc. – AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE AISSUED ON OR AROUND APRIL 21, 2017 (January 16th, 2018)

THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into on November 10, 2017 (the “Effective Date”), by and between Arkados Group, Inc., a Delaware corporation (the “Company”), and SBI Investments LLC, 2014-1 (the “Holder”) (collectively the “Parties”).

Arkados Group, Inc. – ARKADOS GROUP, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK (October 4th, 2017)
Arkados Group, Inc. – ARKADOS GROUP, INC. AND SUBSIDIARIES Unaudited pro formA CONDENSED COMBINED financial statements as of and for the ELEVEN MONTHS ended APRIL 30, 2017 and FOR THE YEAR MAY 31, 2016 (September 20th, 2017)

The following unaudited pro forma condensed combined financial statements give effect to the May 1, 2017 Asset Purchase Agreement whereby Arkados Group, Inc. (the “Company”) acquired substantially all of the operating assets of SolBright Renewable Energy, LLC, a South Carolina Limited Liability Company (“SolBright”) (the “Acquisition”). SolBright is engaged in the solar engineering, procurement and construction business. On May 1, 2017, the parties executed all documents related to the Acquisition. Upon the closing of the Acquisition, the Company received substantially all of the operating assets of SolBright in exchange for (i) a $3,000,000 in cash (the “Cash Payment”), (ii) a Secured Promissory Note in the principal amount of $2,000,000 (the “Secured Promissory Note”) (iii) a Convertible Promissory Note in the principal amount of $6,000,000 (“Preferred Stock Note”), and (iv) the Common Stock Consideration. In addition, the Company assumed $635,832 of scheduled liabilities. The balanc

Arkados Group, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (September 14th, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 29, 2017, by and among SOLBRIGHT ENERGY SOLUTIONS, LLC, a Delaware limited liability company, formerly known as Arkados Energy Solutions, LLC, with an office located at 211 Warren Street, Suite 320, Newark, New Jersey 07103 (the “Company”), ARKADOS GROUP, INC., a Delaware corporation and parent of the Company with an office located at 211 Warren Street, Suite 320, Newark, New Jersey 07103 (the “Parent Company”), and PATRICK HASSELL, an individual with an address at 402 Station 18 ½ Street, Sullivans Island, SC 29482 (the “Executive”), amends, restates and replaces that certain employment agreement by and between the Company and Executive dated May 1, 2017 (the “Effective Date”). In consideration of the mutual covenants and representations herein contained and the mutual benefits derived herefrom, the parties, intending to be legally bound, covenant and agree as follows:

Arkados Group, Inc. – DEBT SETTLEMENT AGREEMENT AND RELEASE (September 14th, 2017)

This DEBT SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is dated April [28], 2017 (the “Effective Date”), by and between _____ (“Holder”), and Arkados Group, Inc., a Delaware corporation (“AKDS”). AKDS and the Holder may be referred to herein as the “Parties.”

Arkados Group, Inc. – ARKADOS group, INC. AMENDMENT TO PROMISSORY NOTE (September 14th, 2017)

THIS AMENDMENT TO PROMISSORY NOTE (this “Agreement”) is made and entered into as of April 20, 2017 (the “Effective Date”), by and among Arkados Group, Inc., a Delaware corporation (the “Company”), and __________ (“Holder”).

Arkados Group, Inc. – SERVICES AGREEMENT (September 14th, 2017)

This Agreement (this “Agreement”) is made and entered into by and between ProActive Capital Resources Group LLC, dba PCG Advisory Group (the “Consultant”) and Arkados Group, Inc., located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the “Client”) on May 22nd, 2017.

Arkados Group, Inc. – Contract (September 14th, 2017)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR ANY STATE SECURITIES LAWS OR THE PROVISIONS OF THIS NOTE.

Arkados Group, Inc. – CONSULTING AGREEMENT (September 14th, 2017)

This Consulting Agreement (the “Agreement”), effective as of August 11, 2017, is entered into by and between, Arkados Group, Inc., a Delaware corporation, with its principal address at 211 Warren Street, #320, Newark, NJ 07103 (herein referred to as the “Company”) and LP Funding, LLC DBA LPF Communications, a Nevada limited liability company with principal address at 224 Bahama Ln, Palm Beach, FL 33480(herein referred to as the “Consultant”). As used in this Agreement, the term “Parties” shall refer to the Company and Consultant jointly.

Arkados Group, Inc. – AGREEMENT AND WAIVER (September 14th, 2017)

Reference is hereby made to the Note Purchase Agreement dated May 1, 2017 (the “Agreement”) by and between Arkados Group, Inc., a Delaware corporation (the “Company”), and the undersigned entities (collectively, “AIP”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Arkados Group, Inc. – Bill of Sale and Assignment and Assumption Agreement (September 14th, 2017)

This Bill of Sale and Assignment and Assumption Agreement (the “Agreement”), effective as of May 1, 2017 (the “Effective Date”), is by and between Arkados Group, Inc., a Delaware corporation (“Assignor”) and Arkados Energy Solutions, LLC, a wholly-owned subsidiary of Assignor (“Assignee”).

Arkados Group, Inc. – SECURITIES PURCHASE AGREEMENT (September 14th, 2017)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of the 31th day of May, 2017, by and between ARKADOS GROUP, INC., a Delaware corporation, with headquarters located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the “Company”), and the undersigned with principal address set forth on the Purchaser Signature and Subscription Page hereto (the “Purchaser”).

Arkados Group, Inc. – ACQUISITION ENGAGEMENT AGREEMENT (“AGREEMENT”) (September 14th, 2017)

This Agreement dated June1, 2017 is made and entered into by and between The Capital Corporation of America, Inc., a South Carolina corporation, 84 Villa Road, Greenville, SC d/b/a The Capital Corporation (“Capital”) and Arkados Group, Inc. and any related corporate entity and its owners and shareholders, hereinafter individually and collectively referred to as (“Client”).

Arkados Group, Inc. – DEBT SETTLEMENT AGREEMENT AND RELEASE (September 14th, 2017)

This DEBT SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is dated April [28], 2017 (the “Effective Date”), by and between _______ (“Holder”), and Arkados Group, Inc., a Delaware corporation (“AKDS”). AKDS and the Holder may be referred to herein as the “Parties.”

Arkados Group, Inc. – PROMISSORY NOTE (May 5th, 2017)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Arkados Group, Inc. – SECURITY AGREEMENT (May 5th, 2017)

This Security Agreement, dated as of May 1, 2017, as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof (“Agreement”), is made by and among (i) Arkados Group, Inc., a Delaware corporation (the “Borrower”), as the borrower, (ii) Arkados, Inc., a Delaware corporation, as a guarantor, and Arkados Energy Solutions, LLC, a Delaware limited liability company, as a guarantor, (each of Arkados, Inc. and Arkados Energy Solutions, LLC is a “Guarantor”; and collectively they are the “Guarantors”), and (iii) AIP Asset Management Inc., an Ontario, Canada corporation (the “Secured Party”), as the secured party, in its capacity as security agent for the Holders. Each of the Borrower and the Guarantor shall be referred to herein as a “Grantor” and collectively, the “Grantors.”

Arkados Group, Inc. – Note Purchase Agreement (May 5th, 2017)

WHEREAS subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Holders from time to time the Notes (as defined below);

Arkados Group, Inc. – CONVERTIBLE PROMISSORY NOTE (May 5th, 2017)

FOR VALUE RECEIVED, ARKADOS GROUP, INC., a Delaware corporation ("Issuer"), promises to pay to SOLBRIGHT RENEWABLE ENERGY, LLC, a South Carolina limited liability company ("Lender), the principal sum of six million dollars ($6,000,000) together with interest from the date of this Note on the unpaid principal balance, upon the terms and conditions specified below. This Note is issued pursuant to that certain Asset Purchase Agreement, dated as of the date hereof, by and among Issuer and the Lender (the "Purchase Agreement"). Additional rights of Lender are set forth in the Purchase Agreement.

Arkados Group, Inc. – ARKADOS GROUP, INC. COMMON STOCK PURCHASE WARRANT (May 5th, 2017)

THIS WARRANT CERTIFICATE (the "Warrant Certificate") certifies that for value received, ___________________ (the "Holder"), is the owner of this warrant (the "Warrant"), which entitles the Holder to purchase at any time on or before the Expiration Date (as defined below) ____________________________________ (_______________) shares (the "Warrant Shares") of fully paid non-assessable shares of the common stock (the "Common Stock") of ARKADOS GROUP, INC., a Delaware corporation (the "Company"), at a purchase price per Warrant Share of One Dollar and No Cents ($1.00) (the "Purchase Price"), in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided or by cashless exercise as provided in Section 2(a). This Warrant is issued for services rendered by Holder to Company.

Arkados Group, Inc. – Contract (May 5th, 2017)

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.