0001504412-15-000158 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 21st, 2015 • Probe Manufacturing Inc • Printed circuit boards • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2015, by and among Probe Manufacturing, Inc., a Nevada corporation (the “Company”) and the investors listed on the Schedule of Investors attached hereto and as amended from time to time by the Collateral Agent (as defined below) through the Collateral Agent as their authorized agent and representative (individually, each an “Investor” and, collectively, “Investors”).

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TRANSACTION COMPLETION AND FINANCING AGREEMENT
Transaction Completion and Financing Agreement • September 21st, 2015 • Probe Manufacturing Inc • Printed circuit boards

This TRANSACTION COMPLETION AND FINANCING AGREEMENT (the “Agreement”), dated as of September 11, 2015, by and among Probe Manufacturing, Inc., a Nevada corporation (“Parent”), Clean Energy HRS LLC, a California limited liability company and wholly owned subsidiary of Parent (“HRS” and, together with Parent and Parent’s other subsidiaries, as applicable, the “Company”), and ETI Partners IV LLC, a Delaware limited liability company, in its capacity as collateral agent (the “Collateral Agent”), and the investors listed on the Schedule of Investors attached hereto and as amended from time to time by the Collateral Agent (individually, “Investor” and collectively, “Investors”).

LOAN, GUARANTEE, AND COLLATERAL AGREEMENT made by PROBE MANUFACTURING, INC., CLEAN ENERGY HRS LLC and THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO in favor of ETI PARTNERS IV LLCas Collateral Agent Dated as of September 11, 2015
, and Collateral Agreement • September 21st, 2015 • Probe Manufacturing Inc • Printed circuit boards • New York

LOAN, GUARANTEE, AND COLLATERAL AGREEMENT, dated as of September 11, 2015 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) by and among Probe Manufacturing, Inc., a Nevada corporation (“Parent”), Clean Energy HRS LLC, a California limited liability company (“CEHRS,” and together with Parent, the “Company”), and each of the other Guarantors (as defined below) in favor of ETI Partners IV LLC, a Delaware limited liability company, in its capacity as collateral agent pursuant to the TC&F Agreement (as defined below) and this Agreement (in such capacity, together with its successors and assigns, the “Collateral Agent”), for the benefit of the Collateral Agent and the other Secured Parties (as defined below).

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