CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, XZERES CORP. as Borrower Dated as of August 21, 2014Credit Agreement • August 27th, 2014 • XZERES Corp. • Engines & turbines • New York
LOAN AND SECURITY AGREEMENT by and between RENEWABLE POWER RESOURCES, LLC as Lender and XZERES CORP. and XZERES ENERGY SERVICES CORP, jointly and severally, as Borrowers Dated: March __, 2013 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
LOAN AND SECURITY AGREEMENT, dated as of March __, 2013, by and among XZERES CORP. a Nevada corporation (“Xzeres”), and its wholly-owned subsidiary, XZERES ENERGY SERVICES CORP, a Nevada corporation (“Energy” and, collectively with Xzeres, jointly and severally, “Borrower”), each with offices at 9025 SW Hillman Court, Suite 3126, Wilsonville, Oregon 97070 and RENEWABLE POWER RESOURCES, LLC, a Delaware limited liability company with offices at 430 East 56th Street, 4G, New York, New York 10022 (together with its successors and assigns, the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2012 • XZERES Corp. • Engines & turbines • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 22, 2012, by and among XZERES Corp, a Nevada Corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2014 • XZERES Corp. • Engines & turbines • Oregon
THIS EMPLOYMENT AGREEMENT is made this 25th day of August, 2014, by and between XZERES CORP., a Nevada corporation (the "Company") having its principal place of business at 9025 SW Hillman Ct, suite 3126, Wilsonville, OR 97070 and FRANK GRECO (the "Executive") residing at 9221 East Wood Drive, Scottsdale, Arizona 85260.
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.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 26th, 2010 • Cascade Wind Corp., Inc. • Crude petroleum & natural gas • Nevada
THIS OPTION AGREEMENT (this "Agreement") is made and entered into this 25th day of March, 2010, by and between CASCADE WIND CORP., INC., a Nevada corporation (the "Company"), and CLAYTON WOOD (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Cascade Wind Corp., Inc. 2010 Stock Option Plan (the "Plan"). The Plan, as amended from time to time, and all of its terms, are hereby incorporated herein by reference. All capitalized terms used herein not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.
XZERES CORP. SERIES B PARTICIPATING PREFERRED STOCK SUBSCRIPTION AGREEMENTSubscription Agreement • June 15th, 2015 • XZERES Corp. • Engines & turbines
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of June 8, 2015, between XZERES Corp., a Nevada corporation (“Xzeres” or the “Company”), and the undersigned (the “Subscriber”).
ContractConvertible Note Agreement • June 5th, 2015 • XZERES Corp. • Engines & turbines • Massachusetts
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTPatent Collateral Assignment and Security Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March __, 2013, is by Xzeres Corp., a Nevada corporation (“Debtor”), with its chief executive office at 9025 SW Hillman Ct., Suite 3126, Wilsonville, Oregon 97070, in favor of RENEWABLE POWER RESOURCES, LLC, a Delaware limited liability company, located at 430 East 56th Street, 4G, New York, New York 10022 (together with its successors and assigns, “Lender”).
Cascade Wind Corp. (formerly AR.E. Wind Corp.) Steve Shum CEO Farmington, NM 87401 Re: Advisory Agreement Dear Steve:Advisory Agreement • December 3rd, 2008 • A.R.E. Wind Corp. • Crude petroleum & natural gas • Nevada
Steve Shum ("Advisor") is pleased to act as independent Advisor to Cascade Wind Corp ("Cascade Wind" or the "Company") on the following terms:
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2010 • Xzeres Wind Corp. • Crude petroleum & natural gas • Nevada
This Employment Agreement (this “Agreement”), dated as of July 15, 2010 (the “Effective Date”), is by and between XZERES Wind Corp., a Nevada corporation (the “Company”) and its director and chairman, David N. Baker (“Executive”), an individual residing in Oregon for services.
SECURED CREDITOR ASSET PURCHASE AGREEMENT PRIVATE UCC SALESecured Creditor Asset Purchase Agreement • July 9th, 2013 • XZERES Corp. • Engines & turbines • Colorado
This SECURED CREDITOR ASSET PURCHASE AGREEMENT PRIVATE UCC SALE (the “Agreement”) is hereby entered into on July 2, 2013 (the “Effective Date”), by and between SILICON VALLEY BANK, a California state-chartered bank (“Seller”), pursuant to C.R.S. § 9-617 for itself and for and on behalf of SOUTHWEST WINDPOWER, INC., a Delaware corporation (“Borrower”), with an address of 3003 Tasman Drive, Santa Clara, California 95054, and XZERES CORP, a Nevada corporation (the “Purchaser”), with principal offices located at 9025 SW Hillman Ct., Suite 3126, Wilsonville, Oregon 97070.
EXHIBIT-10.4 KINDER MORGAN/KN ENERGY GAS PURCHASE CONTRACT INCLUDING AMENDMENTS S1_EX-76<PAGE> GAS PURCHASE AGREEMENTGas Purchase Agreement • March 12th, 2001 • Intermountain Refining Co Inc • Crude petroleum & natural gas • Colorado
This Gas Purchase Agreement ("Agreement") is entered into as of the 1st day of December, 1994, by and between K N Gas Supply Services, Inc., a Colorado Corporation (Buyer) and Unico, Inc., (Seller).
S1_EX-23<PAGE> STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 12th, 2001 • Intermountain Refining Co Inc • Crude petroleum & natural gas • California
AGREEMENT made as of November 30, 1997, by and between Unico, Inc., a New Mexico corporation (UNICO); Starlicon Group, Inc., a Nevada Corporation ("Seller or SGI"); and Starlicon International Corporation, a California corporation ("SI").
REVOLVING CREDIT NOTERevolving Credit Note • April 5th, 2013 • XZERES Corp. • Engines & turbines
For value received, the receipt and sufficiency of which are hereby acknowledged, XZERES CORP., a Nevada corporation, and XZERES ENERGY SERVICES CORP., a Nevada corporation (jointly and severally, individually and collectively, the “Borrower”), hereby promises to pay RENEWABLE POWER SOURCES, LLC, a Delaware limited liability company (“Lender”) at its offices located at 430 East 56th Street, 4G, New York, New York 10022, Six Million Five Hundred Thousand Dollars ($6,500,000) or such greater or lesser amount of Advances as shall be advanced by Lender from time to time pursuant to the Agreement referred to below, together with interest on the unpaid balance of such amount from the date of the initial Advance. This Note is the Note issued under the Loan and Security Agreement among Borrower and Lender of even date herewith (said Loan and Security Agreement, as the same may be amended, restated or supplemented from time to time, being herein called the “Agreement”) to which a reference is m
S1_EX-53<PAGE> NOVATION AGREEMENTNovation Agreement • April 9th, 2001 • Intermountain Refining Co Inc • Crude petroleum & natural gas • California
This NOVATION AGREEMENT ("the Agreement") is made and entered into on June 26, 1998 by and between Unico, Inc., a New Mexico corporation ("Unico") and Intermountain Refining Co., Inc. ("IRC"), a New Mexico corporation, on the one hand, and Starlicon Group, Inc. ("SGI"), a Nevada corporation and Starlicon International ("SI"), a California corporation, on the other hand. SGI and SI will be collectively referred to herein as "Starlicon".
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Collateral Assignment and Security Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March __, 2013, is by Xzeres Corp., a Nevada corporation (“Debtor”), with its chief executive office at 9025 SW Hillman Ct., Suite 3126, Wilsonville, Oregon 97070, in favor of RENEWABLE POWER RESOURCES, LLC, a Delaware limited liability company, located at 430 East 56th Street, 4G, New York, New York 10022 (together with its successors and assigns, “Lender”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 21st, 2010 • Xzeres Wind Corp. • Engines & turbines • Oregon
This Independent Contractor Agreement (the "Agreement") is made and entered on Michelle Lequjn by and between Xzeres Wind Corp. ("Xzeres") and Michelle Lequin ("Contractor") (Xzeres and Contractor are collectively referred to as the "Parties").
CONSULTING AGREEMENTConsulting Agreement • September 20th, 2013 • XZERES Corp. • Engines & turbines
This Consulting Agreement is dated as of April 1, 2013 between Xzeres Corp., a Nevada corporation (the “Company”), and Bryan Clark (the “Consultant”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 21st, 2010 • Xzeres Wind Corp. • Engines & turbines
This Independent Contractor Agreement (the "Agreement") is made .and entered on July 24, 2010 by and between Xzeres Wind Corp. ("Xzeres") and Sabrina Luevano (“Contractor”) (Xzeres and Contractor are collectively referred to as the "Parties").
PLAN OF LIQUIDATION AND ESCROW AGREEMENTPlan of Liquidation and Escrow Agreement • November 25th, 2008 • A.R.E. Wind Corp. • Crude petroleum & natural gas • Nevada
THIS PLAN OF LIQUIDATION AND ESCROW AGREEMENT (this “Agreement”) by and between A.R.E. Wind Corp. (the “Company”) and William Hagler (the “Escrow Agent”) is entered into for the purpose of effecting the liquidation of the assets of the Company (the “Plan”) through an escrow account for the benefit of the stockholders of the Company on the established record date of October 3, 2008, (“the Stockholders”)
ASSET ACQUISITION AGREEMENT dated as of April 20, 2011 For the Acquisition of Substantially all of the Assets of ROCHESTER POWER SAVER, INC. by XZERES WIND CORP. ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • April 28th, 2011 • Xzeres Wind Corp. • Engines & turbines • Nevada
THIS ASSET ACQUISITION AGREEMENT (this “Agreement”) is made as of April _____, 2011 by and among XZERES WIND CORP., a Nevada corporation (“Buyer”), and ROCHESTER POWER SAVER, INC., a New York corporation (the “Company”); MICHAEL DANA, (“Michael”); and LISETTE DANA (Lisette”) (Michael and Lisette are hereinafter jointly referred to herein as the “Shareholders” and individually as a “Shareholder”; and the Company and the Shareholders are hereinafter jointly referred to as the “Sellers” and individually as a “Seller”).
ContractSubordinated Security Agreement • June 5th, 2015 • XZERES Corp. • Engines & turbines • Massachusetts
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED TO THE RIGHTS OF WELLS FARGO BANK, NATIONAL ASSOCIATION RELATING TO THAT CERTAIN CREDIT AGREEMENT, DATED AUGUST 21, 2014, AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION AND XZERES CORP., AND THE RELATED GUARANTY AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS, AS THE SAME HAS OR MAY BE AMENDED FROM TIME TO TIME.
EXHIBIT 10.2 NOVATION AGREEMENT BETWEEN UNICO, INC. AND STARLICON GROUP S1_EX-51<PAGE>Novation Agreement • November 18th, 1999 • Intermountain Refining Co Inc • California
AMENDED AND RESTATED COLLATERAL AGREEMENTCollateral Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS AMENDED AND RESTATED COLLATERAL AGREEMENT (this “Amended Collateral Agreement”), dated as of March , 2013, 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 Amended Collateral 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 dated as of August 1, 2012 (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.
ContractRevolving Credit Note • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS AMENDED NOTE HAS not BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS AMENDED NOTE UNDER SUCH ACT UNLESS SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.
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”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated March , 2013, is by Xzeres Corp., a Nevada corporation (“Pledgor”), with its chief executive office at 9025 SW Hillman Court, Suite 3126, Wilsonville, Oregon 97070 in favor of Renewable Power Resources, LLC, a Delaware limited liability company, with an office at 430 East 56th Street, 4G, New York, New York 10022 (together with any successors and assigns, “Pledgee”).
STOCK OPTION AGREEMENTStock Option Agreement • August 30th, 2010 • Xzeres Wind Corp. • Engines & turbines • Nevada
THIS OPTION AGREEMENT (this "Agreement") is made and entered into this 25th day of August, 2010, by and between XZERES WIND CORP., a Nevada corporation (the "Company"), and FRANK GRECO (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the 2010 STOCK OPTION PLAN OF XZERES WIND CORP. (the "Plan"). The Plan, as amended from time to time, and all of its terms, are hereby incorporated herein by reference. All capitalized terms used herein not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.
XZERES WIND CORP. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 30th, 2010 • Xzeres Wind Corp. • Engines & turbines • Nevada
THIS OPTION AGREEMENT (this "Agreement") is made and entered into this 25th day of August, 2010, by and between XZERES WIND CORP., a Nevada corporation (the "Company"), and FRANK GRECO (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the 2010 STOCK OPTION PLAN OF XZERES WIND CORP. (the "Plan"). The Plan, as amended from time to time, and all of its terms, are hereby incorporated herein by reference. All capitalized terms used herein not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.
DEALER AGREEMENTDealer Agreement • September 7th, 2010 • Xzeres Wind Corp. • Engines & turbines
The Company and Dealer hereby enter into this Dealer Agreement. This Dealer Agreement includes and incorporates by reference the Exhibits to this Dealer Agreement and the “Procedures” as defined below (collectively, the “Agreement”). The “Effective Date” of this Agreement is , 20 . The “Expiration Date” of this Agreement is December 31, 2011.
SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT CASCADE WIND CORP.Subscription and Registration Rights Agreement • September 7th, 2010 • Xzeres Wind Corp. • Engines & turbines • Nevada
Cascade Wind Corp., Inc., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2013 • XZERES Corp. • Engines & turbines • Oregon
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made this 18th day of March, 2013, by and between XZERES CORP., a Nevada corporation (the "Company") having its principal place of business at 9025 SW Hillman Court, Suite 3126, Wilsonville, OR 97070 and JOHN McCOURY (the "Executive") residing at 14 Del Prado St., Lake Oswego, OR 97035
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2010 • Cascade Wind Corp., Inc. • Crude petroleum & natural gas • Nevada
THIS EMPLOYMENT AGREEMENT is made this 22nd day of March, 2010, by and between CASCADE WIND CORP., INC., a Nevada corporation (the "Company") having its principal place of business at 1500 SW First Avenue, Suite 910, Portland, OR 97201 and CLAYTON WOOD (the "Executive") residing at 7000 80th Avenue, SE, Mercer Island, WA.
Intercreditor and Subordination AgreementIntercreditor and Subordination Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of March __, 2013, by and among HANOVER HOLDINGS I, LLC, a New York limited liability company (together with its successors and assigns, the “Subordinated Lender”), XZERES CORP., XZERES ENERGY SERVICES CORP. and XZERES WIND EUROPE LIMITED (jointly and severally, together with their respective successors and assigns, collectively, the “Debtors”) and RENEWABLE POWER SOURCES, LLC, a Delaware Limited Liability Company (together with its successors and assigns, the “Senior Lender”).
