Titan Energy Worldwide, Inc. Sample Contracts

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Contract
Warrant Agreement • February 26th, 2008 • Titan Energy Worldwide, Inc. • Services-business services, nec • New York

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

ARTICLE 2 Articles of Incorporation, Directors and Officers and By- Laws
Agreement and Plan of Acquisition • March 7th, 2003 • Presidential Air Corp • Services-business services, nec • Nevada
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2008 • Titan Energy Worldwide, Inc. • Services-business services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October [___], 2007, by and among Titan Energy Worldwide, Inc., a Nevada corporation (the “Company”) and each purchaser (each a “Purchaser” and collectively, the “Purchasers”), of securities of the Company pursuant to a Subscription Agreement (as defined below).

LOAN AND SECURITY AGREEMENT dated as of December 2, 2014 among TITAN ENERGY WORLWIDE, INC., as Borrower, CERTAIN SUBSIDIARIES OF TITAN ENERGY WORLDWIDE, INC., as Guarantors, and PTES ACQUISITION CORP., as Lender
Loan and Security Agreement • December 4th, 2014 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • New York

This LOAN AND SECURITY AGREEMENT dated as of December 2, 2014, among TITAN ENERGY WORLDWIDE, INC., a Nevada corporation (“Borrower”), Guarantors (as defined below), and PTES ACQUISITION CORP., a Delaware corporation (“Lender”).

Fifth Amendment to Credit Agreement
Credit Agreement • December 4th, 2014 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Illinois

This Fifth Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of December 2, 2014, by and among Pioneer Power Solutions, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Domestic Subsidiaries of the Borrower, as Guarantors, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (the “Bank”).

SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Convertible Preferred Stock Purchase Agreement • December 4th, 2014 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • New York

This SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of December 2, 2014 by and among Titan Energy Worldwide, Inc., a Nevada corporation (the “Company”), and PTES Acquisition Corp., a Delaware corporation (the “Purchaser”).

HARBORCOVE FUND I, LP FACTORING AND SECURITY AGREEMENT
Factoring and Security Agreement • June 24th, 2011 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • New York

Harborcove Fund I, LP (“Harborcove”, “we” or “us” herein) hereby confirms the terms and conditions that are to govern our exclusive factoring arrangement with Grove Power, Inc. (“Client” or “you” herein) through this Factoring and Security Agreement (“Agreement” herein). Once signed by all parties, this Agreement shall be deemed effective as of the date set forth above.

SECURED PROMISSORY NOTE
Secured Promissory Note • June 17th, 2009 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Florida

FOR VALUE RECEIVED and as consideration for executing that certain Asset Purchase Agreement of even date herewith (the “Asset Purchase Agreement”), and the sale and transfer of the Assets described therein, GROVE POWER, INC., a Florida corporation (the “Maker”), hereby promises to pay to R.B. GROVE, INC., a Florida corporation, or its successors and assigns (the “Payee”), at 1881 NW 93rd Avenue, Doral, Florida or such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of Eighty Six Thousand Six Hundred and Twelve Dollars (U.S. $86,612.00) (the “Principal Amount”).

TITAN ENERGY WORLDWIDE, INC. 55820 Grand River, titaSuite 225 New Hudson, MI 48165
Separation Agreement • September 16th, 2011 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • New York

This agreement (the “Separation Agreement”) is to confirm that Titan Energy Worldwide, Inc. (the “Company”) has accepted your resignation from your positions as Chief Operating Officer, Secretary and Director of the Company on the following terms and conditions. Accordingly, you and the Company agree as follows.

CONFIDENTIAL SETTLEMENT AGREEMENT
Settlement Agreement • November 19th, 2009 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Minnesota

This Agreement is made effective as November 1, 2009, by and between Deborah Yungner (“Yungner”), ERBUS, Inc., (“ERBUS”) and Titan Energy Development, Inc., Titan Energy Worldwide, Inc., (collectively, “Titan”), Thomas Black and Donald Snede. Yungner, ERBUS, Titan, Thomas Black and Donald Snede are collectively referred to as the “Parties” and singularly referred to as “Party.” Titan, Thomas Black and Donald Snede are collectively referred to as the “Defendants.”

ASSET PURCHASE AGREEMENT BY AND AMONG GROVE POWER, INC., RB GROVE, INC. and THE SHAREHOLDER OF RB GROVE, INC. DATED AS OF JUNE 11, 2009
Asset Purchase Agreement • June 17th, 2009 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Minnesota

THIS ASSET PURCHASE AGREEMENT (“Agreement”), dated June 11, 2009 and effective June 1, 2009, is by and among Grove Power, Inc., a Florida corporation (“Buyer”), RB Grove, Inc. a Florida corporation (the “Seller”) and a wholly owned subsidiary of Titan Energy Worldwide, Inc. a Nevada corporation, and Tom Piper, the sole shareholder of Seller (the “Shareholder”).

SECURITY AGREEMENT
Security Agreement • June 17th, 2009 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Florida

This SECURITY AGREEMENT (“Agreement”) is entered into as of this 11th day of June 2009, made by and among Grove Power, Inc., a Florida corporation (“Buyer”), and RB Grove, Inc., a Florida corporation (“Secured Party”), with reference to the following facts:

EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2011 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • New York

THIS AGREEMENT dated as of December 18, 2009, is made and entered into between Titan Energy Systems, Inc. a Minnesota corporation (the "Company"), and Clifford Macaylo, a resident of New Jersey (the "Employee"). The Company and the Employee agree as follows:

SUB-LEASE
Sub-Lease • June 17th, 2009 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Florida

THIS SUB-LEASE (“Sub-Lease”) is made and entered into as of the 1st day of June 2009, between RB GROVE, INC. a Florida corporation (the “Sub-Lessor”), and GROVE POWER, INC. a Florida corporation (the “Sub-Lessee”).

TITAN ENERGY WORLD WIDE, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • May 15th, 2009 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Minnesota

This Stock Option Agreement (the "Option Agreement") is made and entered into as of the date of grant set forth below (the "Date of Grant") by and between Titan Energy Worldwide, Inc., a Nevada corporation (the "Company"), and the Optionee named below (the "Optionee"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company's 2009 Omnibus Stock Incentive Plan (the "Plan").

CHANGE IN TERMS AGREEMENT
Change in Terms Agreement • April 6th, 2011 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Minnesota

Reference in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

SAFE TRAVEL CARE, INC. Tel (619) 342-7449 Fax (619) 342-7446 STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • August 7th, 2006 • Safe Travel Care Inc • Services-business services, nec • Nevada

THIS AGREEMENT is made this 4th day of August, 2006 by and between the controlling stockholders (hereafter referred to as the “Shareholders”) of TITAN ENERGY DEVELOPMENT INC., a Minnesota corporation (the “Company”), and SAFE TRAVEL CARE, INC., a corporation organized under the laws of Nevada (“SFTV”).

LEXXUS CAPITAL New York, New York 10036 212-626-6749 (phone) CONSULTING AGREEMENT
Consulting Agreement • August 14th, 2008 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • New York

This agreement ("Agreementn) is entered into, this 11th day of August, 2008 between Titan Energy Worldwide, Inc. (the "Company") and Lexxus Capital ("Consultant").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 14th, 2008 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Florida

This Stock Purchase Agreement (this “Agreement”) is made as of August 12, 2008 (the “Effective Date”), by and among Titan Energy Worldwide, Inc., a Nevada corporation (“Buyer”), CJ’s Sales and Service of Ocala, Inc., a Florida corporation (the “Company”), and Mr. Dudley Hargrove, an individual resident of Florida (the “Seller”).

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PLAN AND AGREEMENT OF MERGER
Merger Agreement • January 5th, 2015 • Titan Energy Worldwide, Inc. • Power, distribution & specialty transformers • Nevada

THIS PLAN AND AGREEMENT OF MERGER, dated as of December 31, 2014 (the “Agreement”), between PTES Acquisition II Corp., a Nevada corporation (the “Parent”), and Titan Energy Worldwide, Inc., a Nevada corporation and a subsidiary of the Parent (the “Subsidiary”).

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