WindTamer Corp Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2014 • Arista Power, Inc. • Engines & turbines

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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COMMON STOCK PURCHASE WARRANT ARISTA POWER, INC.
Arista Power, Inc. • March 31st, 2014 • Engines & turbines

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ARISTA POWER, INC., a New York corporation (the “Company”), up to [REQUIRES COMPLETION] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2014 • Arista Power, Inc. • Engines & turbines • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2014, between Arista Power, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

STOCK OPTION AGREEMENT
Stock Option Agreement • October 1st, 2009 • WindTamer Corp • Engines & turbines • New York

THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of November 18, 2008, by and between Future Energy Solutions, Inc., a New York corporation (the “Company”), and the following consultant to the Company (herein, the “Optionee”): Charles Laloggia

WINDTAMER CORPORATION (THE “COMPANY”) AMENDED STOCK AWARD AGREEMENT
Stock Award Agreement • March 30th, 2009 • WindTamer Corp • Engines & turbines
SUBSCRIPTION AGREEMENT
Subscription Agreement • March 15th, 2012 • Arista Power, Inc. • Engines & turbines • New York
WARRANT TO PURCHASE COMMON STOCK OF ARISTA POWER, INC.
Arista Power, Inc. • August 12th, 2011 • Engines & turbines • New York

THIS CERTIFIES THAT, ____________, or his permitted registered assigns (the “Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time after the issuance date of this Warrant (the “Effective Date”), and before 5:00 p.m. Eastern Time on the tenth anniversary of the Effective Date (the “Expiration Date”), to purchase from ARISTA POWER, INC., a New York corporation (the “Company”), the vested portion of the Shares (as defined below) at a per-share price equal to the Purchase Price. Both the number of shares of Common Stock purchasable upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein.

Lock-Up Agreement
Lock-Up Agreement • July 16th, 2009 • WindTamer Corp • Engines & turbines • New York
SUBSCRIPTION AGREEMENT
Subscription Agreement • October 18th, 2010 • WindTamer Corp • Engines & turbines • New York
AMENDED AND RESTATED CREDIT AGREEMENT
Amended and Restated Credit Agreement • March 28th, 2013 • Arista Power, Inc. • Engines & turbines • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is made as of December 21, 2012 by and between ARISTA POWER, INC. (the “Borrower”) and TMK-ENT, INC. (“Lender”).

Lock-Up Agreement
Lock-Up Agreement • March 15th, 2012 • Arista Power, Inc. • Engines & turbines • New York
Consulting Agreement
Consulting Agreement • April 30th, 2009 • WindTamer Corp • Engines & turbines • New York

This Consulting Agreement (“Agreement”) is made and entered into as of February 12, 2009, by WindTamer Corporation, a New York corporation (the “Company”), and Patricia Cole (“Consultant”).

WindTamer Corporation Stock Option Award Agreement
Award Agreement • July 16th, 2009 • WindTamer Corp • Engines & turbines • New York

This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of stock options (“Options”) to purchase with respect to shares (“Shares”) of Common Stock (“Common Stock”) granted to you (the "Optionee") by WindTamer Corporation (the “Company”) under the WindTamer Corporation 2008 Equity Incentive Plan (the “Plan”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2013 • Arista Power, Inc. • Engines & turbines

Amendment dated as of May 17, 2010 (this “Amendment”) to the Employment Agreement dated March 1, 2010, by and between Arista Power, Inc. (the “Company”) and Molly Hedges (the “Executive”) (the “Agreement”).

Agreement for Limited Research (dated January 15, 2009)
WindTamer Corp • May 4th, 2009 • Engines & turbines
ARISTA POWER, INC. Rochester, NY 14615
Arista Power, Inc. • June 25th, 2014 • Engines & turbines • New York

Reference is made to (1) that certain letter agreement, dated May 21, 2013, between Sunrise Financial Group, Inc. (“Sunrise Financial”) and Arista Power, Inc. (“Arista”) as amended on July 19, 2013 regarding the provision of certain advisory and related services by Sunrise Financial to Arista (the “Advisory Agreement”), a copy of which is attached hereto as Exhibit A and (2) that certain letter agreement, dated May 21, 2013, between Sunrise Securities Corp. (“Sunrise Securities”) and Arista regarding the provision of certain financial advisory and related services by Sunrise to Arista (the “Financing Agreement”), a copy of which is attached hereto as Exhibit B.

TERMINATION OF EMPLOYMENT AGREEMENT
Termination of Employment Agreement • August 13th, 2013 • Arista Power, Inc. • Engines & turbines • New York

This AGREEMENT (the “Agreement”) is dated as of July 29, 2013 (the “Effective Date”) between ARISTA POWER, INC., a New York corporation (the “Company”), and Mr. Mark Matthews (the “Executive”).

Termination and Release
Termination and Release • April 30th, 2009 • WindTamer Corp • Engines & turbines
LOCKUP AGREEMENT
Lockup Agreement • March 31st, 2014 • Arista Power, Inc. • Engines & turbines • New York

This AGREEMENT (the "Agreement") is made as of the 31st day of March, 2014, by [__________________] ("Holder"), maintaining an address at c/o Arista Power, Inc., 1999 Mt. Read Boulevard, Rochester, New York 14615, facsimile: (585) 243-4142, in connection with his ownership of shares of Arista Power, Inc., a New York corporation (the "Company").

Lock-Up Agreement
Lock-Up Agreement • July 16th, 2009 • WindTamer Corp • Engines & turbines • New York
EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2009 • WindTamer Corp • Engines & turbines • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of December 28, 2009 (the “Effective Date”) between WINDTAMER CORPORATION, a New York corporation (the “Company”), and Mr. Adeeb Saba (“Mr. Saba” or “Executive”).

WindTamer Corporation Stock Option Award Agreement
Award Agreement • November 16th, 2009 • WindTamer Corp • Engines & turbines • New York

This award agreement (this “Award Agreement”), dated as of November 15, 2009, sets forth the terms and conditions of an award of stock options to purchase with respect to shares (“Shares”) of Common Stock (“Common Stock”) of WindTamer Corporation (the “Company”) granted to you (the "Optionee") by the Company under the WindTamer Corporation 2008 Equity Incentive Plan (the “Plan”).

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TERMINATION OF EMPLOYMENT AGREEMENT
Termination of Employment Agreement • August 13th, 2013 • Arista Power, Inc. • Engines & turbines • New York

This AGREEMENT (the “Agreement”) is dated as of July 29, 2013 (the “Effective Date”) between ARISTA POWER, INC., a New York corporation (the “Company”), and Mr. Adeeb Saba (the “Executive”).

SUBSCRIPTION AGREEMENT WindTamer Corporation, a New York corporation
Subscription Agreement • November 16th, 2009 • WindTamer Corp • Engines & turbines • New York

This Subscription Agreement (the “Agreement”) is made by and between WindTamer Corporation, a New York corporation (the “Company”), and the undersigned (the “Subscriber”) in connection with the private placement in a single transaction with the undersigned of shares of the Company’s Common Stock, par value $.0001 per share (“Common Stock”) at a price of $0.60 per share (the “Private Placement”). The offer and sale of the shares of our Common Stock are being made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 20th, 2010 • WindTamer Corp • Engines & turbines • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of February 11, 2010 (the “Effective Date”) between WINDTAMER CORPORATION, a New York corporation (the “Company”), and Ms. Cherrie Mahon (“Ms. Mahon” or “Executive”).

Lock-Up Agreement
Lock-Up Agreement • July 16th, 2009 • WindTamer Corp • Engines & turbines • New York
Contract
Securities Purchase Agreement • August 6th, 2013 • Arista Power, Inc. • Engines & turbines • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE 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 MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR O

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • April 27th, 2010 • WindTamer Corp • Engines & turbines • New York

THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of April 26, 2010 (the “Effective Date”), by and between WindTamer Corporation, a New York corporation (the “Company”), and the investors listed on Schedule 1 hereto (each, an “Investor” and, collectively, the “Investors”).

GE’s Energy Storage Business and Arista Power Sign Business Cooperation Agreement
Arista Power, Inc. • April 24th, 2012 • Engines & turbines

Erie, Pa. (April 23, 2012) – GE’s Energy Storage business, a unit of GE Transportation, recently signed a Business Cooperation Agreement with Arista Power, Inc. to jointly promote and market Arista’s new Power on Demand System that will incorporate GE’s new Durathon™ Batteries.

Contract
Clarkson University   Agreement • November 30th, 2009 • WindTamer Corp • Engines & turbines

Clarkson University AGREEMENT FOR LIMITED RESEARCH Clarkson University Division of Research 8 Clarkson Avenue, Box 5630 Potsdam, NY 13699-5630 To: WindTamer Corporation. P.O. Box 460 Livonia, NY 14487 Bill to (if different address): Start Date: August 17, 2009 Completion Date: December 31, 2009 (Revised) Payment terms: Date of Payments: Two Payments of 1st Payment: August 17, 2009 $2,250.00 2nd Payment: November 17, 2009 Description of Research Activities (Use additional sheet as needed) Task 1: Modeling Analysis – mRotor, an in-house rotor design and analysis code developed at Clarkson University Task 2: Experimental Testing/Optimization – Clarkson Wind turbine Test Site Task 3: Communication between Clarkson and WindTamer including travel and associated costs Task 4: Design and optimization of the WindTamer turbine concept The Statement of Work is subject to modification as agreed to by both parties. This Confirming Order must be signed by a Company official authorized to obligate th

EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2010 • WindTamer Corp • Engines & turbines • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of March 1, 2010 (the “Effective Date”) between WINDTAMER CORPORATION, a New York corporation (the “Company”), and Ms. Molly Hedges (“Ms. Hedges” or “Executive”).

WINDTAMER CORPORAION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 17th, 2009 • WindTamer Corp • Engines & turbines • New York

This Agreement confirms the grant of Restricted Stock to you effective as of December 17, 2009 (the “Effective Date”) under the WindTamer Corporation 2008 Equity Incentive Plan, as may be Amended and Restated (the “Plan”), upon the terms and conditions described herein.

Option Agreement
Option Agreement • September 16th, 2009 • WindTamer Corp • Engines & turbines

This Agreement dated this 29th day of April, 2009, by and between ALTERNATIVE WIND RESOURCES, LLC, a New York limited liability company (hereinafter referred to as “AWR”), and WINDTAMER CORPORATION, a New York State corporation (hereinafter referred to as “WINDTAMER”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 28th, 2013 • Arista Power, Inc. • Engines & turbines

Amendment dated as of May 22, 2013 (this “Amendment”) to the Employment Agreement dated March 1, 2010, as previously amended on May 17, 2010, by and between Arista Power, Inc. (the “Company”) and Molly Hedges (the “Executive”) (the “Agreement”).

Agreement for Limited Research (dated July 1, 2008)
WindTamer Corp • May 4th, 2009 • Engines & turbines
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