Sunworks, Inc. Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 12th, 2023 • Sunworks, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2023, between Sunworks, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SUNWORKS, INC. Common Stock (par value $0.001 per share) Sales Agreement
Sales Agreement • June 9th, 2022 • Sunworks, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

Sunworks, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (“Roth”) and Northland Securities, Inc. (“Northland”; each of Roth and Northland individually an “Agent” and collectively, the “Agents”) as follows:

RECITALS:
Lock-Up Agreement • May 13th, 2009 • Machinetalker Inc • Telephone & telegraph apparatus
3,000,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock SOLAR3D, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 5th, 2015 • Solar3d, Inc. • Telephone & telegraph apparatus • New York

The Company represents and warrants to the Underwriter, as of the date hereof and as of the Closing Date (as defined below), and agrees with the Underwriter, that:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 11th, 2023 • Sunworks, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2023, between Sunworks, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

ARTICLE I SALE AND PURCHASE OF SHARES
Stock Purchase Agreement • August 5th, 2010 • Machinetalker Inc • Telephone & telegraph apparatus • California
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 11th, 2023 • Sunworks, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • October 31st, 2019 • Sunworks, Inc. • Telephone & telegraph apparatus • Delaware

This Director and Officer Indemnification Agreement, dated as of ______ XX, 20XX and effective as of ______ XX, 20XX (this “Agreement”), is made by and between Sunworks, Inc., a Delaware corporation (the “Company”), and _________ (the “Indemnitee”).

BY
Agreement and Plan of Acquisition • January 3rd, 2008 • Machinetalker Inc • Telephone & telegraph apparatus • Florida
RECITALS --------
Solar3d, Inc. • July 1st, 2011 • Telephone & telegraph apparatus • California
SUNWORKS, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement
Common Stock • August 28th, 2023 • Sunworks, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
WARRANT AGREEMENT
Warrant Agreement • March 5th, 2015 • Solar3d, Inc. • Telephone & telegraph apparatus • New York

THIS WARRANT AGREEMENT (this “Agreement”) is dated March [ ], 2015, between Solar3D, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as the “Warrant Agent”.

By: _________________________________________ Roland F. Bryan, President
Assignment of Patent • July 1st, 2011 • Solar3d, Inc. • Telephone & telegraph apparatus

This Assignment of Patent (the "Assignment") is made as of this 28th day of June, 2011 by and between Solar3D, Inc., a Delaware corporation (the "Assignor"), and Wideband Detection Technologies, Inc., a Florida corporation with a principal place of business located at 6500 Hollister Avenue, Suite 130, Goleta, California 93117 (the "Assignee").

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VOTING AGREEMENT
Voting Agreement • August 10th, 2020 • Sunworks, Inc. • Telephone & telegraph apparatus • Delaware

This Voting Agreement (this “Agreement”), dated as of August 10, 2020 is entered into by and between the undersigned stockholder (“Stockholder”) of The Peck Company Holdings, Inc., a Delaware corporation (“Parent”), and Sunworks, Inc., a Delaware corporation (the “Company”). The Company and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • December 18th, 2014 • Solar3d, Inc. • Telephone & telegraph apparatus

This Amendment to Convertible Promissory Note (the “First Amendment”) is made as of this 16th day of December 2014 by and between Solar3D, Inc., a Delaware corporation (the “Company”), and Bountiful Capital, LLC, a Nevada limited liability company and a purchaser of a convertible promissory note pursuant to that certain Convertible Promissory Note, dated January 29, 2014 (“Purchaser”), with respect to the following facts:

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 28th, 2017 • Sunworks, Inc. • Telephone & telegraph apparatus • California

This Change of Control Agreement (the “Agreement”) is made and entered into effective as of September 22, 2017 (the “Effective Date”), by and between , an individual (the “Employee”) and Sunworks, Inc., a Delaware corporation (the “Company”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 3rd, 2015 • Solar3d, Inc. • Telephone & telegraph apparatus • California

This Amended and Restated Asset Purchase Agreement (the “Agreement”) is made and entered into as of February 28, 2015 by and between MD Energy, LLC, a Nevada limited liability company, which has a mailing address at 9291 9th Street, Rancho Cucamonga, California 91730 (“MDE” or “Seller”), Daniel J. Mitchell and Andrea C. Mitchell (collectively, the “MDE Members”), Solar3D, Inc., a Delaware corporation (“Parent”), and MD Energy, Inc., a California corporation and wholly owned subsidiary of Parent (“Buyer” or “Company”), with respect to the following facts:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 30th, 2023 • Sunworks, Inc. • Miscellaneous electrical machinery, equipment & supplies • California

This Amendment to Employment Agreement (this “Amendment”), dated as of January 27, 2023 and effective as of January 1, 2023 (the “Amendment Effective Date”), is entered into by and between Jason Bonfigt, an individual (the “Executive”), and Sunworks, Inc., a Delaware corporation (the “Company”).

SUBORDINATION AGREEMENT
Subordination Agreement • April 27th, 2018 • Sunworks, Inc. • Telephone & telegraph apparatus • Texas

THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of April 27, 2018 by and among CrowdOut Capital, LLC, a Texas limited liability company (“Lender” and referred to herein as the “Junior Creditor” in its capacity as the payee under the Junior Note, as such term is defined below, and as the “Senior Creditor” in its capacity as the payee under the Senior Note, as such term is defined below), and Sunworks Inc., a Delaware corporation (the “Borrower”).

ALISOS INVESTMENT COMPANY Santa Barbara, CA 93108 Phone (805)969-2635 and Fax (805)565-0685 pthompson2175@cox.net OFFICE LEASE
Office Lease • March 31st, 2015 • Solar3d, Inc. • Telephone & telegraph apparatus

This Lease made and executed in duplicate, this 11th day of September, 2013, Between Alisos Investment Company, party of the first part, hereinafter designated the Lessor, and Solar3D, Inc., hereinafter designated the Lessee,

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2018 • Sunworks, Inc. • Telephone & telegraph apparatus • California

This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 29th day of March 2017, by and between Sunworks United Inc., a California corporation (“Company”), and Charles Cargile, an individual (“ Executive”), and is made with respect to the following facts:

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 12th, 2015 • Solar3d, Inc. • Telephone & telegraph apparatus • California

This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of August 6, 2015 by Plan B Enterprises, Inc., a California corporation and dba Universal Racking Solutions, which have a mailing address at 15 Pepsi Way, Durham, CA 95938 (collectively “Plan B” or “Seller”), Kirk R. Short (“Short”), Solar3D, Inc., a Delaware corporation (“Buyer” or “Company”), and Elite Solar Acquisition Sub, Inc.,(“Merger Sub”), with respect to the following facts. Plan B, Short, Company and Merger Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2021 • Sunworks, Inc. • Telephone & telegraph apparatus • California

This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 11th day of January 2021, by and between Sunworks, Inc., a Delaware corporation (the “Company”), and Gaylon Morris, an individual (“Executive”), and is made with respect to the following facts:

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 2nd, 2015 • Solar3d, Inc. • Telephone & telegraph apparatus • California

This Amendment No. 1 (the “Amendment) dated as of October 30, 2015 is entered into among Plan B Enterprises, Inc., a California corporation and dba Universal Racking Solutions, which have a mailing address at 15 Pepsi Way, Durham, CA 95938 (collectively “Plan B” or “Seller”), Kirk R. Short (“Short”), Solar3D, Inc., a Delaware corporation (“Buyer” or “Company”), and Elite Solar Acquisition Sub, Inc.,(“Merger Sub”). Plan B, Short, Company and Merger Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Credit Agreement
Credit Agreement • March 14th, 2016 • Sunworks, Inc. • Telephone & telegraph apparatus • California

This agreement dated as of December 16, 2015 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the "Bank"), whose address is 1415 L Ste STE 650, Floor 6, Sacramento, CA 95814, and SOLAR3D, INC. (individually, the "Borrower" and if more than one, collectively, the "Borrowers"), whose address is 1010 Winding Creek Rd., Suite 100, Roseville, CA 95678.

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