LOAN AND SECURITY AGREEMENT (ACCOUNTS AND INVENTORY)Loan and Security Agreement • February 2nd, 2007 • Akeena Solar, Inc. • Electric services • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2007 • Akeena Solar, Inc. • Electric services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2007, among Akeena Solar, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RECITALSRegistration Rights Agreement • August 14th, 2006 • Fairview Energy Corporation, Inc. • Electric services • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2011 • Akeena Solar, Inc. • Heating equipment, except electric & warm air furnaces
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2011, between Akeena Solar, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITY AGREEMENT As of December 15, 2006, for value received, the undersigned ("Debtor") pledges, assigns and grants to Comerica Bank ("Bank"), whose address is 333 West Santa Clara Street, San Jose, CA, 95113, Attention: Commercial Loan...Security Agreement • December 28th, 2006 • Akeena Solar, Inc. • Electric services • California
AKEENA SOLAR, INC. REGISTRATION RIGHTS AGREEMENT Table of ContentsRegistration Rights Agreement • August 28th, 2006 • Fairview Energy Corporation, Inc. • Electric services • New York
COMMON STOCK PURCHASE WARRANT AKEENA SOLAR, INC.Common Stock Purchase Warrant • October 22nd, 2009 • Akeena Solar, Inc. • Heating equipment, except electric & warm air furnaces
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akeena Solar, Inc., a Delaware corporation (the “Company”), up to ______________ shares (the “Warrant Shares”) of Common Stock The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CLASS C COMMON STOCK PURCHASE WARRANT AKEENA SOLAR, INC.Akeena Solar, Inc. • June 8th, 2007 • Electric services • New York
THIS CLASS C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akeena Solar, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2014 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 25, 2014, between Andalay Solar, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2017, between Andalay Solar, Inc., a Delaware corporation (the “Company”), and the investor parties hereto (including their successors and permitted assigns, each, a “Purchaser”, and collectively, the “Purchaser” or “Purchasers”, unless the context otherwise requires).
COMMON STOCK PURCHASE WARRANT ANDALAY SOLAR, INC.Andalay Solar, Inc. • March 19th, 2014 • Heating equipment, except electric & warm air furnaces
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Andalay Solar, Inc., a Delaware corporation (the “Company”), up to seven million five hundred thousand (7,500,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT ASubscription Agreement • August 14th, 2006 • Fairview Energy Corporation, Inc. • Electric services • New York
SERIES K COMMON STOCK PURCHASE WARRANT AKEENA SOLAR, INC.Akeena Solar, Inc. • February 17th, 2011 • Heating equipment, except electric & warm air furnaces
THIS SERIES K COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 August ___, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akeena Solar, Inc. d/b/a Westinghouse Solar, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES M COMMON STOCK PURCHASE WARRANT WESTINGHOUSE SOLAR, INC.Westinghouse Solar, Inc. • September 28th, 2011 • Heating equipment, except electric & warm air furnaces
THIS SERIES M COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 March ___, 2012 (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Westinghouse Solar, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractAndalay Solar, Inc. • October 11th, 2017 • Heating equipment, except electric & warm air furnaces • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER
EQUITY PURCHASE AGREEMENT BY AND BETWEEN ANDALAY SOLAR, INC. AND SOUTHRIDGE PARTNERS II, LP Dated December 10, 2014Equity Purchase Agreement • December 15th, 2014 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2012 • Westinghouse Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2012, between Westinghouse Solar, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2014 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Registration Rights Agreement ("Agreement"), dated December 10, 2014, is made by and between ANDALAY SOLAR, INC. a Delaware corporation ("Company"), and SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (the "Investor").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2013 • Westinghouse Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2013, between Westinghouse Solar, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2007 • Akeena Solar, Inc. • Electric services • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2017, between R Squared Technologies Inc., a Delaware corporation (the “Company”), and the investor(s) signatory or who become signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). If there is only one Purchaser, all references herein to “Purchasers” or a “Purchaser” shall be deemed to refer to such Purchaser.
SERIES G COMMON STOCK PURCHASE WARRANT AKEENA SOLAR, INC.Akeena Solar, Inc. • April 21st, 2009 • Heating equipment, except electric & warm air furnaces
THIS SERIES G COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 April 20, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on August 10, 2009 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akeena Solar, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2009 • Akeena Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 21, 2009, between Akeena Solar, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT ANDALAY SOLAR, INC.Common Stock Purchase Warrant • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt, with an address at: Lettstrasse 32, 9490 Vaduz, Liechtenstein, Fax: 011-423-2323196, or its assigns (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ANDALAY SOLAR, INC., a Delaware corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This SECURITY AGREEMENT, dated as of October 2, 2017 (this “Agreement”), is among Andalay Solar, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors” and each individually, a “Debtor”), Chase Financing, Inc., as collateral agent (the “Collateral Agent”) for the benefit of itself and any other persons who are or become holders (collectively, the “Secured Parties”) of the Company’s Secured Convertible Notes (collectively, the “Notes”) issued pursuant to a securities purchase agreement dated the date hereof between the Company and the investors named therein including any investors who subsequently become party thereto (as the same may be amended, modified or supplemented (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2007 • Akeena Solar, Inc. • Electric services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 1, 2007, by and among Akeena Solar, Inc., a Delaware corporation with headquarters located at 16005 Los Gatos Boulevard, Los Gatos, California 94032 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2013 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Loan and Security Agreement, is entered into as of September 30, 2013, by and among Alpha Capital Anstalt (“Lender”), Andalay Solar, Inc. (“Borrower”), a Delaware corporation, and Collateral Services, LLC (the “Collateral Agent”).
RECITALS:Indemnification Agreement • August 14th, 2006 • Fairview Energy Corporation, Inc. • Electric services • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 7th, 2006 • Fairview Energy Corporation, Inc. • Electric services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 3, 2006 (the “Agreement”), between Fairview Energy Corporation, Inc., a Nevada corporation (the “Corporation”) and Fairview Energy Corporation, Inc., a Delaware corporation (the “Subsidiary”).
ANDALAY SOLAR, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2015 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • California
This Employment Agreement (the “Agreement”) is entered into as of December 6, 2015 (the “Effective Date”) by and between Andalay Solar, Inc. (the “Company”), and Edward Bernstein (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2012 • Westinghouse Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2011, between Westinghouse Solar, Inc., a Delaware corporation with offices at 1475 South Bascom Ave., Suite 101, Campbell, CA 95008 (the “Company”), and CBD Energy Limited, an Australian corporation with registered offices at Suite 2 - Level 2, 53 Cross Street Double Bay NSW 2028 (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER between WESTINGHOUSE SOLAR, INC., CBD ENERGY LIMITED, and CBD-WS MERGER SUB, INC. May 7, 2012Agreement and Plan of Merger • May 9th, 2012 • Westinghouse Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
Page Article 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Effective Time 1 Section 1.3 Closing 1 Section 1.4 Certificate of Incorporation; Bylaws 1 Section 1.5 Directors and Officers of the Surviving Corporation; Directors of Parent 1 Section 1.6 Parent Board 1 Article 2 EFFECT ON SECURITIES 2 Section 2.1 Company Capital Stock 2 Section 2.2 Effect on Company Options and Company Warrants 2 Section 2.3 Effect on Merger Sub Stock 2 Article 3 MERGER CONSIDERATION 3 Section 3.1 Provision of Merger Consideration 3 Section 3.2 Stock Transfer Books 4 Article 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 Section 4.1 Organization 5 Section 4.2 Capitalization 5 Section 4.3 Authorization; Validity of Agreement 6 Section 4.4 No Violations; Consents and Approvals 6 Section 4.5 SEC Reports and Company Financial Statements 6 Section 4.6 Absence of Certain Changes 7 Section 4.7 Absence of Undisclosed Liabilities 7 Section 4.8 Reserved 7 Section 4.9 Employee Benefit Plans; ERISA 7 Section 4.1
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • April 15th, 2015 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • California
This First Amendment to the Employment Agreement (this “Agreement”), effective as of April 14, 2015 (the “Effective Date”), by and between Andalay Solar, Inc., a Delaware corporation, (the “Company”), and Steven Chan (“Executive”) and is amending the Employment Agreement dated as of April 14, 2014 (the “Employment Agreement”), by and between the Company and the Executive. All capitalized terms not otherwise defined herein shall be afforded their definitions as set forth in the Employment Agreement.
CONSULTING AGREEMENTConsulting Agreement • January 24th, 2014 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • Connecticut
This Consulting Agreement ("Agreement") is made on this 20th day of February, 2013 (“Effective Date”) between SC Advisors Inc. (the “Project Manager”), a Delaware corporation, with principal offices at 90 Grove Street, Ridgefield CT 06877, and Westinghouse Solar, Inc. (the “Company”), a Delaware Corporation, with principal offices at 1475 S. Bascom Ave, Ste. 101, Campbell CA 95008.
Lock-Up Agreement The undersigned is the beneficial owner of shares of common stock, $0.01 par value per share (the "Common Stock"), of Akeena Solar, Inc., a Delaware corporation (the "Company"). All of such securities owned by the undersigned are and...Lock-Up Agreement • August 14th, 2006 • Fairview Energy Corporation, Inc. • Electric services
The undersigned is the beneficial owner of shares of common stock, $0.01 par value per share (the "Common Stock"), of Akeena Solar, Inc., a Delaware corporation (the "Company"). All of such securities owned by the undersigned are and shall be subject to this Agreement. The undersigned understands that the Company intends to enter into a reverse-merger transaction with a publicly-traded company, concurrently with a private placement of up to $3,000,000 worth of Units, with each Unit consisting of 25,000 shares of Common Stock (the "Funding Transactions"), as may be revised by the Company without effect on the terms of this Agreement or obligations of the undersigned hereunder.
