COLLATERAL AGREEMENTCollateral Agreement • August 9th, 2012 • XZERES Corp. • Engines & turbines • New York
COLLATERAL AGREEMENT, dated as of August 1, 2012, by and among XZERES CORP., a Nevada corporation (the “Borrower”), XZERES Energy Services Corp., a Nevada corporation, XZERES Wind Europe Limited., a corporation organized under the laws of the Republic of Ireland, and any and all Additional Grantors who may become party to this Agreement (the Borrower, such other named entities, and such Additional Grantors are hereinafter referred to each as a “Grantor” and collectively as the “Grantors”), and HANOVER HOLDINGS I, LLC (the “Secured Party”) as Lender under the Revolving Credit Agreement of even date herewith (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between the Borrower and the Secured Party.
SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • August 9th, 2012 • XZERES Corp. • Engines & turbines
SECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of August, 2012, by and between HANOVER HOLDINGS I, LLC, a New York limited liability company (the “Lender”), and XZERES CORP., a Nevada corporation (the “Borrower”).
COMMON STOCK PURCHASE WARRANTSCommon Stock Purchase Warrant • August 9th, 2012 • XZERES Corp. • Engines & turbines • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Hanover Holdings I, LLC and its registered assigns (collectively, 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 of this Warrant, and on or prior to the second anniversary of the date of this Warrant (the “Termination Date”), but not thereafter, to subscribe for and purchase from XZERES CORP., a Nevada corporation (the “Company”), up to 600,000 shares1 (the “Warrant Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”) at an exercise price of $0.352 per share of Common Stock (the “Exercise Price”). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
