SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2015 • Principal Solar, Inc. • Electric services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2015, between Principal Solar, 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”).
COMMON STOCK PURCHASE WARRANT PRINCIPAL SOLAR, INC.Principal Solar, Inc. • March 5th, 2015 • Electric services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt 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 March 2, 2015 (the “Initial Exercise Date”) and on or prior to 11:59 p.m. (NY time) on September 1, 202011 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Principal Solar, Inc., a Delaware corporation (the “Company”), up to 937,500 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 AGREEMENTSecurities Purchase Agreement • May 2nd, 2022 • Principal Solar, Inc. • Electric services • Colorado
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of March 8, 2022, by and between PRINCIPAL SOLAR, INC., a Delaware corporation, with headquarters located at 100 Crescent Court, Suite 700, Dallas, TX 75201 (the “Company”) and GODFREY DAVIS HOLDINGS LLC, a Colorado limited liability company, with its address at 700 Colorado Blvd., #155, Denver, CO 80206 (the “Buyer”).
SECURITY AGREEMENTSecurity Agreement • March 3rd, 2015 • Principal Solar, Inc. • Electric services • New York
This SECURITY AGREEMENT, dated as of March 2, 2015 (this “Agreement”), is among Principal Solar, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company that are a party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due 6 months following their issuance, in the original aggregate principal amount of $1,250,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 5th, 2015 • Principal Solar, Inc. • Electric services • New York
SUBSIDIARY GUARANTEE, dated as of March 2, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Principal Solar, Inc., a Delaware corporation (the “Company”) and the Purchasers.
●] Shares ●1 principal solar, Inc. Common Stock, par value $0.01 per share PURCHASE AGREEMENTPurchase Agreement • May 21st, 2015 • Principal Solar, Inc. • Electric services • New York
Principal Solar, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company also has granted to the several Underwriters an option to purchase up to [●] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
SUBSCRIPTION AGREEMENT Principal Solar, Inc. NOTICE TO INVESTORSSubscription Agreement • February 23rd, 2022 • Principal Solar, Inc. • Electric services • Delaware
The securities of Principal Solar, Inc., a Delaware corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.
PRINCIPAL SOLAR, INC. SUBSCRIPTION AGREEMENTAgreement • June 29th, 2020 • Principal Solar, Inc. • Electric services • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
PRINCIPAL SOLAR, INC.Stock Option Agreement • December 22nd, 2014 • Principal Solar, Inc. • Electric services • Texas
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Principal Solar, Inc. 2014 Equity Incentive Plan (the “Plan”).
10% PROMISSORY NOTEPrincipal Solar, Inc. • February 23rd, 2022 • Electric services • Florida
THIS IS A 10% PROMISSORY NOTE of Principal Solar, Inc. (the “Company”), a Delaware Corporation, having its principal place of business at 100 Crescent Court, Suite 700, Dallas, Texas 75201 (this “Note”), which represents a duly authorized and validly issued debt of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2020 • Principal Solar, Inc. • Electric services
EMPLOYMENT AGREEMENT by and between Principal Solar, Inc. (the "Company" "Employer” and Anthony Lerner (the "Employee')) dated January 1, 2020.
SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMSSatisfaction Agreement and Waiver and Release of Claims • October 28th, 2020 • Principal Solar, Inc. • Electric services • Texas
THIS SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS (the ''Agreement"), dated as of the March 23, 2020 is by and between Bayou Road Investments (a wholly owned subsidiary of Principal Solar, Inc., a Delaware corporation (the "Debtor"), and CORVUS & COIL (the "Creditor").
ContractMembership Interest Purchase Agreement • May 13th, 2015 • Principal Solar, Inc. • Electric services • North Carolina
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement” or “MIPA”), dated as of March 2, 2015 (the “Effective Date”), is entered into by and between:
ASSIGNMENT AGREEMENTAssignment Agreement • August 17th, 2015 • Principal Solar, Inc. • Electric services • North Carolina
This ASSIGNMENT AGREEMENT (this “Agreement”), dated as of August 11, 2015, is made by and among PRINCIPAL SOLAR, INC., a Delaware corporation (“PSI”), CAROLINA ENERGY PARTNERS II, LLC, a Delaware limited liability company (“CEP II”), INNOVATIVE SOLAR SYSTEMS, LLC, a North Carolina limited liability company (“ISS”) and INNOVATIVE SOLAR 46, LLC, a North Carolina limited liability company (“Project Company”). Collectively, PSI, CEP II, ISS and Project Company are referred to herein as the “Parties” and individually as a “Party”.
Binding Term Sheet re: Joint Development Agreement By and Between PRINCIPAL SOLAR, INC. and ENERGY SURETY PARTNERS, LLC June 5, 2015Joint Development Agreement • June 8th, 2015 • Principal Solar, Inc. • Electric services
This binding term sheet (the “Agreement”) sets forth the general terms and conditions of the joint efforts of the named co-developers to develop one or more solar projects further described herein. This Agreement is intended to be, and is, binding on each of the co-developers named herein (together, the “Co-Developers”), subject only to the good faith negotiation and execution of definitive transaction documents ("Joint Development Agreement"), and the Co-Developers agree to expeditiously prepare and execute such definitive transaction documents no later than June 19, 2015.
DEVELOPMENT AGREEMENTDevelopment Agreement • May 2nd, 2022 • Principal Solar, Inc. • Electric services • New York
This Development Agreement (this “Agreement”) is made as of July 15, 2021 (“Effective Date”), by and between IPLTech Electric Private Limited, a private limited corporation incorporated and existing under the laws of India (“Developer”), and Principal Solar Inc., a Delaware corporation (the “Company”). Developer and Company may be referred to herein as a “Party” and collectively as the “Parties.”
PRINCIPAL SOLAR EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2013 • Principal Solar, Inc. • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made between Principal Solar, Inc., a Delaware corporation (“The Company”), and R. Michael Martin (“Employee”) as of January 1, 2011.
PRINCIPAL SOLAR, INC. WARRANT AGREEMENTWarrant Agreement • May 19th, 2015 • Principal Solar, Inc. • Electric services • Texas
THIS WARRANT AGREEMENT (this "Agreement") is made and entered into as of May 15, 2015, between and between Principal Solar, Inc., a Delaware corporation (the “Company”) and SMCDLB, LLC (“Holder”).
Binding Term Sheet for Issuance of Principal Solar, Inc. Series A Convertible Redeemable Preferred Stock May 6, 2015Principal Solar, Inc. • May 12th, 2015 • Electric services
This Binding Term Sheet (the “Agreement”) sets forth the general terms and conditions of the purchase by SMCDLB, LLC, a Georgia limited liability company (“Purchaser”), of the Preferred Shares (defined below). This Agreement is intended to be, and is, binding on the parties hereto (“Parties”), subject only to the good faith negotiation and execution of definitive Transaction Documents (defined below), and the Parties agree to execute the Transaction Documents as expeditiously as possible, and no later than May 12, 2015.
Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • December 23rd, 2013 • Principal Solar, Inc. • Texas
Pursuant to your Nonstatutory Stock Option Grant Notice (“Grant Notice”) and this Nonstatutory Stock Option Agreement (“Option Agreement”), Principal Solar, Inc. (the “Company”) has granted you a nonstatutory stock option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
Term Sheet for Distribution Agreement December 2, 2019 Tokata Oil Recovery, Inc.TM And Bayou Road InvestmentsDistribution Agreement • June 29th, 2020 • Principal Solar, Inc. • Electric services
Parties Tokata Oil Recovers. Inc.]." (“TokataTM “) and Bayou Road Investments intend to enter into a non-exclusive licensing agreement (the "Agreement") for purposes of commercializing the Tokata Oil Recovery SystemsTM (the "Technology").
ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENTEngineering, Procurement and Construction Agreement • May 1st, 2015 • Principal Solar, Inc. • Electric services • Texas
This ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (the “Agreement”) is entered into as of the date of the last execution hereof (the “Effective Date”) by and between Principal Solar, Inc., a Delaware corporation (“Client”), and Alpha Energy, a division of Alpha Technologies Services, a Nevada corporation (“Contractor”) (each a “Party” and collectively, the “Parties”).
MARKETING AND LICENSE AGREEMENTMarketing and License Agreement • August 14th, 2020 • Principal Solar, Inc. • Electric services
This License Agreement, effective December 2, 2019, is entered into by Tokata Oil Recovery, Inc., an Oklahoma corporation ("Grantor"), and Bayou Road Investments, Inc., a Delaware Corporation ("Grantee").
SUBSCRIPTION AGREEMENTSubscription Agreement • May 2nd, 2022 • Principal Solar, Inc. • Electric services • Nebraska
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into by and between ETRUCK TRANSPORTATION, LLC, a Nebraska limited liability company (the “Company”), and the undersigned Subscriber in the Company (“Subscriber”) as of this day of March 15, 2021.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2013 • Principal Solar, Inc. • Texas
This Registration Rights Agreement (this "Agreement") dated as of June 14, 2013, is by and between PRINCIPAL SOLAR, INC. a Delaware corporation (the "Company"), and the undersigned holder ("Holder").
AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS OF DOUBLE H SERVICES, LLC.Agreement for Purchase and Sale • May 2nd, 2022 • Principal Solar, Inc. • Electric services • Oklahoma
This Assignment may be executed in any number of identical counterparts, each of which for all purposes is deemed to be an original, but all of which shall constitute collectively one agreement. No party to this Assignment shall be bound hereby until the counterpart of this Assignment has been executed by all parties hereto.
CORPORATE SECURITY AGREEMENTCorporate Security Agreement • July 17th, 2014 • Principal Solar, Inc. • Electric services • Texas
THIS CORPORATE SECURITY AGREEMENT (“Agreement”), dated this 5th day of June 2014, is made by PRINCIPAL SOLAR, INC., a Delaware corporation (“Debtor”) to and in favor of ___________ (the “Lender”).
ContractPrincipal Solar, Inc. • August 14th, 2020 • Electric services
THIS NOTE AND ANY RESULTING EQUITY INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2014 • Principal Solar, Inc. • Electric services
This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is entered into as of October 7, 2014, by and between Principal Solar, Inc., a Delaware corporation (the “Company”), and Steuben Investment Company II, L.P., a Delaware limited partnership (“Holder”). Each of Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
Exercise AgreementExercise Agreement • December 22nd, 2014 • Principal Solar, Inc. • Electric services
This Exercise Agreement (this “Exercise Agreement”) is made and entered into effective as of November 1, 2015, by and between Principal Solar, Inc., a Delaware corporation (the “Company”), and Steuben Investment Company II, L.P., a Delaware limited partnership (the “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Warrant, issued June 14, 2013, from Company to Holder (the “Warrant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2020 • Principal Solar, Inc. • Electric services • Texas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated July 20, 2018 (the “Effective Date”), is among Bayou Road Investments, Inc., a Delaware corporation (“Purchaser”), and Principal Solar, Inc. Inc., a Delaware corporation (the “Company”). Each of Purchaser and the Company are sometimes referred to individually as a “Party” or collectively as the “Parties.”
PLEDGE AND SECURITY AGREEMENT (Limited Liability Company Membership Interests)Pledge and Security Agreement • December 23rd, 2013 • Principal Solar, Inc. • New York
This PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of June 10, 2013, by PRINCIPAL SOLAR, INC., a Delaware corporation ("PSI"), VIS SOLIS, INC., a Tennessee corporation ("VS") and ASTROSOL, INC., a Tennessee corporation ("AstroSol", and together with PSI and VS, individually and collectively, the "Grantor" or "Grantors"), in favor of BRIDGE BANK, NATIONAL ASSOCIATION, a national banking association ("Secured Party"), with reference to the following facts:
Amendment to Development AgreementDevelopment Agreement • May 2nd, 2022 • Principal Solar, Inc. • Electric services
Effective upon the signing of this amendment, Principal Solar will be granted a 4 month moratorium on payments to IPLTech, while Principal Solar is in the process of filing a new registration statement (S-1 or New Regulation A Plus) and uplisting to either the Nasdaq or the NYSE from the OTC Pink Sheets. Uplisting will ensure a more secure source of funding in the event IPLTech allows Principal Solar to purchase equity in IPLTech. Uplisting will also secure the funds to complete the development deal between the two parties. The moratorium on payments will begin effective immediately upon signing this amendment, and end on April 1, 2022.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 29th, 2020 • Principal Solar, Inc. • Electric services • Texas
THIS SHARE EXCHANGE AGREEMENT, dated effective as of December 27th, 2019 among PRINCIPAL SOLAR, INC., a Delaware corporation ("Principal Solar"); BAYOU ROAD INVESTMENTS, A Delaware Corporation ("BAYOU ROAD " or “Company”), and K. BRYCE TOUSSAINT, An individual, the sole stockholder of BAYOU ROAD (the "Stockholder" or “BAYOU ROAD Stockholder”).
PROMISSORY NOTE AND SECURITY 2ND MODIFICATION AGREEMENTPromissory Note and Security • May 19th, 2015 • Principal Solar, Inc. • Electric services
WHEREAS Principal Solar, Inc. ("Debtor" or "Maker") and Michael Gorton ("Payee" or "Lender") entered into that certain Convertible Corporate Promissory Note dated December 1, 2014, (the "Note"), and the related Corporate Security Agreement of even date therewith ("Security Agreement"); and
