Clear Skies Holdings Inc Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 12th, 2010 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 6, 2010, by and between Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).

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CLEAR SKIES HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware

This Director and Officer Indemnification Agreement, dated as of December __, 2007 (this “Agreement”), is made by and between Clear Skies Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (the “Indemnitee”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan of Reorganization • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on December 19, 2007, by and among CLEAR SKIES HOLDINGS, INC., a Delaware corporation (“Parent”), CLEAR SKIES ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and CLEAR SKIES GROUP, INC., a New York corporation (the “Company”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2007, is made by and between Clear Skies Holdings, Inc., a Delaware corporation (“Seller”), and each of Bobby Stanley, Joseph I. Lewis and Carlton Harlow (collectively, “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 6th, 2011 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • Utah

THIS SECURITIES PURCHASE AGREEMENT, dated as of March 31, 2011 (this “Agreement”), is entered into by and between CLEAR SKIES SOLAR, INC., a Delaware corporation (the “Company”), and ST. GEORGE INVESTMENTS, LLC, an Illinois limited liability company, its successors or assigns (the “Buyer”).

Contract
Clear Skies Solar, Inc • April 6th, 2011 • Heating equipment, except electric & warm air furnaces • Utah

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CLEAR SKIES SOLAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

CLEAR SKIES SOLAR, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • June 4th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , 20 (the “Grant Date”), is between Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a consultant or advisor to the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Clear Skies Solar, Inc. 2009 Equity Incentive Plan (the “Plan”).

CLEAR SKIES SOLAR, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 4th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , 20 (the “Grant Date”), is between Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Clear Skies Solar, Inc. 2009 Equity Incentive Plan (the “Plan”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2008 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of March, 2008 by and between CLEAR SKIES SOLAR, INC., a Delaware corporation with offices at 5020 Sunrise Highway, Suite 227, Massapequa Park, New York 11762 (the “Company”), and THOMAS J. OLIVERI, an individual residing at 19 Arcadia Drive, Dix Hills, NY 11746 (“Executive”).

Contract
Clear Skies Solar, Inc • June 24th, 2008 • Heating equipment, except electric & warm air furnaces • Delaware

LEASE between HUB PROPERTIES TRUST, a Maryland real estate investment trust, as Landlord and CLEAR SIGES SOLAR, INC., a Delaware corporation, as Tenant 200 Old Country Road Mineola, New York

FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 3rd, 2011 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces

This Stock Purchase Agreement (the “Agreement”), effective as of February 25, 2011, is entered into by and between ___________ (“Buyer”) and CLEAR SKIES SOLAR, INC. (the “Company”). The Buyer and the Company may be referred to here as the “parties”.

Contract
Registration Rights Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 19th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of November, 2009, by and among Carbon 612 Corporation, a Delaware corporation (the “Company”), and the purchasers listed on the signature page hereto (collectively, the “Purchasers”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 19th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 13, 2007 (the “Agreement”), between BIP Oil, Inc., a Nevada corporation (the “Corporation”), and Clear Skies Holdings, Inc., a Delaware corporation (the “Subsidiary”).

CLEAR SKIES HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Equity Incentive • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between Clear Skies Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Clear Skies Holdings, Inc. 2007 Equity Incentive Plan (the “Plan”).

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Delaware

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 20, 2007, by Clear Skies Holdings, Inc., a Delaware corporation (“Assignor”), and BIP Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

CLEAR SKIES SOLAR, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Form of Incentive Stock Option Agreement • May 15th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _____ day of ___________, 20__ (the “Grant Date”), is between Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and _______________ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Clear Skies Solar, Inc. 2008 Equity Incentive Plan (the “Plan”).

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement • November 19th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of November 13, 2009, by Clear Skies Solar, Inc., a Delaware corporation (“Assignor”), and Carbon 612 Corporation, a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

CLEAR SKIES SOLAR, INC. 2007 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • July 28th, 2008 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the 5th day of March, 2008 (the “Grant Date”), is between Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and Econ Corporate Services (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Clear Skies Solar, Inc. 2007 Equity Incentive Plan (the “Plan”).

Clear Skies Group, Inc. CONTRACT FOR CONSULTING SERVICES
Contract for Consulting Services • July 29th, 2008 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

Clear Skies Group, Inc., a New York corporation (the “Company”), having an office at 5020 Sunrise Highway, Suite 227, Massapequa Park, NY, 11762, and Joseph Abrams, an individual with the business address set forth above (“Consultant”), hereby agree as follows:

AMENDMENT
Clear Skies Solar, Inc • May 20th, 2009 • Heating equipment, except electric & warm air furnaces • New York

This Amendment, dated as of May 18, 2009 (this “Amendment”), by and between Clear Skies Solar, Inc. (the “Company”) and Sichenzia Ross Friedman Ference LLP (“SRFF”), has been executed for the purpose of amending that certain legal retainer letter dated March 31, 2009, between the Company and SRFF (the “Letter Agreement”).

Clear Skies Solar, Inc.
Clear Skies Solar, Inc • December 14th, 2009 • Heating equipment, except electric & warm air furnaces • New York
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CLEAR SKIES GROUP, INC. PLACEMENT AGENT AGREEMENT Dated: November 14, 2007
Placement Agent Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York
Clear Skies Solar, Inc. Mineola, New York 11501-4241 January 20, 2010
Clear Skies Solar, Inc • January 27th, 2010 • Heating equipment, except electric & warm air furnaces • New York

Reference is hereby made to those certain Subscription Agreements, dated as of July 28, 2009, as of September 16, 2009, as amended on October 27, 2009 and January 6, 2010 (each a “Subscription Agreement” and collectively, the “Subscription Agreements”), by and among Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and each individual or entity identified on the signature pages thereto (each, including its successors and assigns, a “Subscriber” and, collectively, the “Subscribers”). Capitalized terms used in this letter agreement and not otherwise defined shall have the meanings ascribed to them in the Subscription Agreements.

AMENDMENT TO CONSULTING AGREEMENT DATED MAY 8, 2009
Consulting Agreement • May 13th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

Pursuant to a consulting agreement dated May 8, 2009 (the “Agreement”) between Clear Skies Solar, Inc. (the “Company”) and Barry Honig (the “Consultant”), the Company is engaging the Consultant to provide certain Services in consideration for 4,000,000 Consulting Shares. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

CLIENT SERVICE AGREEMENT
Client Service Agreement • May 23rd, 2008 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • Texas

AGREEMENT (the “Agreement”) made as of the 10th day of October, 2007 by and between Clear Skies Group. (“the Client”) and PR Financial Marketing, LLC (“PRF”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 21st, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of September 16, 2009, by and between Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).

AGREEMENT
Agreement • September 21st, 2010 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces

This Agreement is entered into as of April 1, 2010 (the “Agreement”), by and between Clear Skies Solar, Inc. (the “Company”) and J. Ceasar Galarza (“JCG”), for the purpose of JCG providing legal services to the Company.

PROPOSAL AND PROFESSIONAL SERVICES AGREEMENT BETWEEN Clear Skies Solar, Inc. AND
Proposal and Professional Services Agreement • December 14th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

This AGREEMENT is made and entered into as of December 1, 2009 by and between Clear Skies Solar Inc. (“Clear Skies Solar,” or “CSKH,” or the “Company”), having its principal office at 200 Old Country Road Suite 610 Mineola, NY 11501 and _________, (hereinafter called “Consultant”), an individual having his principal place of business at _________, and for limited purposes the Other Persons named below.

COMPENSATION AGREEMENT
Compensation Agreement • May 20th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces

This Compensation Agreement is dated as of March 31, 2009 between Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and Harvey Kesner (the “Consultant”).

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement and Mutual Release • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • Washington

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement") is entered into as of the 30th day of August, 2007, by and between ALPHA ENERGY ("Alpha"), CLEAR SKIES GROUP, INC. ("Clear Skies"), and QUIXOTIC SYSTEMS, INC. ("Quixotic"). For the purposes of this Agreement, the term "Alpha" shall be defined to include Alpha Energy, Alpha Technologies Services, Inc. as well as all other Alpha Group entities. All of the above referenced entities and individuals shall be referred to collectively as the "Parties."

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • May 13th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York

THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into on April 30, 2009 between Clear Skies Solar, Inc, (CSKHE) ("Company"), having its principle address at 200 Old Country Road, Suite 610, Mineola, NY 11501 and Ice Cold Stocks or nominee Kim Davis - to whom the stock is to be assigned - having its principal address at 9060 Equuis Circle, Boynton Beach FL 33437 ("Consultant").

SECURITY AGREEMENT
Security Agreement • May 13th, 2009 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces • New York
AGREEMENT
Agreement • August 5th, 2010 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces

Clear Skies Solar, Inc. (the “Company”) and Alpha Capital Anstalt (the “Holder”) agree that the Holder is entitled to receive shares of common stock of the Company upon conversion of outstanding promissory notes issued by the Company to the Holder in the aggregate principal amount of $275,000 (the “Notes”). The Holder shall expeditiously convert the entire outstanding amount of the Notes (principal and interest), provided, however, the Holder may convert the Notes in such a manner so that the Holder and its affiliates will not at any time beneficially own more than 9.99% of the outstanding shares of common stock of the Company without violating this Agreement. Beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The Holder may waive the limitation described herein, in whole or in part, effective 61 days following written notice to the Company. Subject to the foregoing, the Holder s

FORM OF NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 26th, 2007 • Clear Skies Holdings Inc • Wholesale-groceries, general line • New York

This Note Purchase Agreement (this “Agreement”), dated as of November 7, 2007 (the “Closing Date”) by and between Clear Skies Group, Inc, a New York corporation (the “Company”) and ___________ (“Lender”).

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