FLEXENERGY GREEN SOLUTIONS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • New York
FlexEnergy Green Solutions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. FlexEnergy Power Solutions, LLC, the stockholder of the Company (the “Selling Stockholder”), proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
FLEXENERGY ENERGY SYSTEMS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • New Hampshire
This Executive Employment Agreement (this “Agreement”) is entered by and between FlexEnergy Energy Systems, Inc., a Delaware corporation (the “Company”), and Mark G. Schnepel (“Executive”).
CREDIT AGREEMENT among FLEX LEASING POWER & SERVICE LLC, as a Borrower, and THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing...Credit Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This CREDIT AGREEMENT dated as of February 8, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among FLEX LEASING POWER & SERVICE LLC, a Delaware limited liability company (“Company”; and together with any Domestic Subsidiary of Company that becomes party hereto as a “Borrower” pursuant to Section 6.13(a), including their respective successors and assigns to the extent permitted by Section 11.8, individually, a “Borrower”, and collectively, “Borrowers”), each of the other Loan Parties from time to time party hereto, the Lenders from time to time party hereto, and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, Swing Line Lender and L/C Issuer.
INDEMNITY AGREEMENTIndemnity Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●] , 2021, by and between FlexEnergy Green Solutions, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
PLAZA TOWER ONE Office Lease BETWEEN GPI PLAZA TOWER, LP, A TEXAS LIMITED PARTNERSHIP, AS LANDLORD, AND FLEX LEASING POWER & SERVICE LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS TENANT 6400 SOUTH FIDDLERS GREEN CIRCLE GREENWOOD VILLAGE, COLORADO 80111Office Lease • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Colorado
This Office Lease (this “Lease”) is made by and between GPI PLAZA TOWER, LP, a Texas limited partnership (“Landlord”), and FLEX LEASING POWER & SERVICE LLC, a Delaware limited liability company (“Tenant”). The Basic Lease Information attached hereto as pages i through iv (the “Basic Lease Information”) and all exhibits and other attachments to this Lease are incorporated into this Lease and made a part hereof. Capitalized terms used in this Lease without definitions have the respective meanings assigned to them in the Basic Lease Information.
SUBLEASE BETWEEN PIONEER NEW HAMPSHIRE LLC AS “SUBLESSOR” AND FLEXENERGY ENERGY SYSTEMS, INC. AS “SUBLESSEE”FlexEnergy Green Solutions, Inc. • October 7th, 2021 • Electrical industrial apparatus • New Hampshire
THIS SUBLEASE (“Sublease”) is made by and between Pioneer New Hampshire LLC, a New Hampshire limited liability company (“Sublessor”) and FlexEnergy Energy Systems, Inc., a Delaware corporation (“Sublessee”). (Sublessor and Sublessee may be referred to jointly as the “Parties.”)
i.1 TEXAS REALT ORS COMMERCIAL LEASE ADDENDUM FOR EXPENSE REIMBURSEMENT USE OF THIS FORM BY PERSONS IMtO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REAL TORS®. INC. 1s NOT AUTliORIZED. m .. u Aasoctatlon or REAL TORS®, lne. 2010 ADDENDUM TO THE...FlexEnergy Green Solutions, Inc. • October 7th, 2021 • Electrical industrial apparatus
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus
THIS FIRST AMENDMENT TO OFFICE LEASE (“First Amendment”) is entered into effective as of August 29, 2019 (the “Effective Date”), by and between GPI PLAZA TOWER, LP, a Texas limited partnership (“Landlord”), and FLEX LEASING POWER & SERVICE, LLC, a Delaware limited liability company (“Tenant”).
SUBLEASESublease • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus
This Sublease (this “Sublease”) is executed as of April 12, 2016, between Energes, LLC, a Texas limited liability company (“Sublessor”), and Flex Leasing Power & Service LLC, a Delaware limited liability company (“Sublessee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Security Agreement”) is entered into as of February 8, 2019, by and among each of the undersigned identified on the signature pages hereto as Grantors (together with any other entity that may become a party hereto as provided herein, each a “Grantor, and collectively, the “Grantors”), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (the “Administrative Agent”) for the Lenders and the other Secured Parties.
ContractFlexEnergy Green Solutions, Inc. • October 7th, 2021 • Electrical industrial apparatus
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into on [l], 2021, by and among FlexEnergy Green Solutions, Inc., a Delaware corporation (the “Company”), FlexEnergy Power Solutions, LLC, a Delaware limited liability company (“FPS”), RNS Flex, LLC, a Delaware limited liability company (“RNS”) and TRF Platform Holdings, LLC, a Delaware limited liability company (“TRF”). FPS, TRF and RNS are referred to collectively as “Investors” and each, individually, as an “Investor.”
AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus
This Amendment, dated December 22, 2020 is delivered pursuant to Section 4.4 of the Security Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security Agreement. The undersigned, Flex Power Co. ( “Flex Power”), hereby certifies that the representations and warranties in Article III of the Security Agreement are and continue to be true and correct. Flex Power further agrees that this Amendment may be attached to that certain Pledge and Security Agreement dated as of February 8, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), between Flex Power and the other Grantors party thereto, as Grantors, and Texas Capital Bank, National Association, as the Administrative Agent, and that the Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in said Security Agreement and shall secure all Obligations re
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Delaware
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of [l], 2021, is made by and among FLEXENERGY POWER SOLUTIONS, LLC, a Delaware limited liability company (the “Pledgor”), and each of RNS FLEX, LLC, a Delaware limited liability company, TRF PLATFORM HOLDINGS, LLC, a Delaware limited liability company, ENERGY SPECIAL SITUATIONS FUND II, L.P., a Delaware limited partnership, and ESS PARTICIPATION FUND II, L.P., a Delaware limited partnership (each, a “Lender” and together, the “Lenders”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into on June 29, 2021 (the “Fourth Amendment Effective Date”), by and among FLEX LEASING POWER & SERVICE LLC, a Delaware limited liability company (the “Company”), the other Borrowers and Loan Parties party hereto, TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”), and the Lenders (as defined below) party hereto.
FLEXENERGY GREEN SOLUTIONS, INC. BOARD CHAIRPERSON COMPENSATION AGREEMENTBoard Chairperson Compensation Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Delaware
This Board Chairperson Compensation Agreement (this “Agreement”), dated as of [Date of pre-IPO contribution of Flex subsidiaries to FGS], is entered into by and between FlexEnergy Green Solutions, Inc., a Delaware corporation (the “Company”), and George P. Walker (“Director”).
JOINDER AGREEMENT AND AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTJoinder Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This JOINDER AGREEMENT AND AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of December 22, 2020 (this "Agreement"), is executed by FLEX LEASING POWER AND SERVICE ULC, an Alberta unlimited liability corporation (the "New Subsidiary"), in favor of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as Agent ("Agent"), and acknowledged and accepted by Agent, the existing Loan Parties and the Subordinated Lenders, as defined in and pursuant to, that certain Subordination and Intercreditor Agreement dated as of February 8, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Agent, the Subordinated Lenders from time to time party thereto, FlexEnergy Power Solutions, LLC, a Delaware limited liability company, as Parent, Flex Leasing Power & Service LLC, a Delaware limited liability company, as Company, and each of the other Loan Parties from time to time party thereto. All capitalized terms used herein a
JOINDER AGREEMENTJoinder Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
THIS JOINDER AGREEMENT (this “Joinder Agreement”) is entered into as of December 22, 2020, by the undersigned (“Additional Loan Party”), in favor of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, for the benefit of the Secured Parties, in its capacity as administrative agent (in such capacity, “Administrative Agent”) under that certain Credit Agreement dated as of February 8, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Flex Leasing Power & Service LLC (“Company”, and together with the Additional Loan Party and any other Subsidiary of Company that becomes a party thereto from time to time, each a “Borrower” and collectively, “Borrowers”), the other Loan Parties from time to time party thereto, the Administrative Agent and the Lenders from time to time party thereto. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
PLEDGE AND LIMITED GUARANTY AGREEMENTPledge and Limited Guaranty Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This PLEDGE AND LIMITED GUARANTY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Parent Pledge Agreement”) is entered into as of February 8, 2019, between FLEXENERGY POWER SOLUTIONS, LLC, a Delaware limited liability company (“Pledgor”), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (the “Administrative Agent”) for the Lenders and the other Secured Parties.
CANADIAN PLEDGE AND SECURITY AGREEMENTCanadian Pledge and Security Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Alberta
This CANADIAN PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Security Agreement”) is entered into as of December 22, 2020, by and among each of the undersigned identified on the signature pages hereto as Grantors (together with any other entity that may become a party hereto as provided herein, each a “Grantor”, and collectively, the “Grantors”), and Texas Capital Bank, National Association, in its capacity as administrative agent (the “Administrative Agent”) for the Lenders and the other Secured Parties.
TEXAS CAPITAL BANKLetter Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
Reference is hereby made to that certain Credit Agreement, dated as of February 8, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among Flex Leasing Power & Service LLC, a Delaware limited liability company (the “Company”), the other Loan Parties (as defined in the Credit Agreement) from time to time party thereto, the financial institutions from time to time party thereto as lenders (the “Lenders”) and Texas Capital Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into on December 22, 2020 (the “Third Amendment Effective Date”), by and among FLEX LEASING POWER & SERVICE LLC, a Delaware limited liability company (the “Company”), the other Borrowers and Loan Parties party hereto, TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”), and the Lenders (as defined below) party hereto.
LEASELease • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Alberta
FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENTCredit Agreement and First • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into on January 27, 2020 (the “First Amendment Effective Date”), by and among FLEX LEASING POWER & SERVICE LLC, a Delaware limited liability company (the “Company”), the other Borrowers and Loan Parties party hereto, TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”), and the Lenders (as defined below) party hereto.
CONTRIBUTION AGREEMENTContribution Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between FlexEnergy Green Solutions, Inc., a Delaware corporation (the “Company”), and FlexEnergy Power Solutions, LLC, a Delaware limited liability company (the “Contributor”).
AGREEMENT TO RENEW LEASE MADE THIS 1st DAY OF JULY, 2020; BETWEEN:Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus
WHEREAS by a written lease agreement dated the 1st day of December, 2015 (the “Lease”), the Landlord leased to the Tenant the premises legally described as follows:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into on August 28, 2020 (the “Second Amendment Effective Date”), by and among FLEX LEASING POWER & SERVICE LLC, a Delaware limited liability company (the “Company”), the other Borrowers and Loan Parties party hereto, TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”), and the Lenders (as defined below) party hereto.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • October 7th, 2021 • FlexEnergy Green Solutions, Inc. • Electrical industrial apparatus • Texas
This SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of February 8, 2019, by and among RNS FLEX, LLC, ENERGY SPECIAL SITUATIONS FUND II, L.P., ESS PARTICIPATION FUND II, L.P. and TRF PLATFORM HOLDINGS, LLC (together with their respective successors and assigns and each Person (as hereinafter defined) that hereafter becomes a holder of the Parent Loan Notes (as hereinafter defined), each individually, a “Subordinated Lender” and collectively, “Subordinated Lenders”), FLEXENERGY POWER SOLUTIONS, LLC, a Delaware limited liability company (the “Parent”), FLEX LEASING POWER & SERVICE LLC, a Delaware limited liability company (the “Company”), each of the other Loan Parties (as hereinafter defined) from time to time party hereto, and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Agent (as hereinafter defined) for all Senior Secured Parties (as hereinafter defined).
