REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2008 • Juhl Wind, Inc • Retail-nonstore retailers
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June ___, 2008, between Juhl Wind, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES A/B/C] COMMON STOCK PURCHASE WARRANT JUHL WIND, INC.Juhl Wind, Inc • June 25th, 2008 • Retail-nonstore retailers
THIS [SERIES A/B/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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Juhl Wind, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 15, 2012, by and between JUHL WIND, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2008 • Juhl Wind, Inc • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June ___, 2008, between Juhl Wind, 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”).
Shares1 JUHL ENERGY, INC. Common Stock, par value $0.0001 per share PURCHASE AGREEMENTPurchase Agreement • June 23rd, 2014 • Juhl Energy, Inc • Water, sewer, pipeline, comm & power line construction • New York
Juhl Energy, Inc., a Delaware corporation (the “Company”), proposes to sell to Northland Securities, Inc. (“you” or the “Underwriter”) an aggregate of [_______] authorized but unissued shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Company also has granted the Underwriter an option to purchase up to [_______] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
PURCHASE AGREEMENTPurchase Agreement Purchase Agreement • June 20th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of June __, 2012, by and between JUHL WIND, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Executive Employment AgreementExecutive Employment Agreement • March 30th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction
This Executive Employment Agreement (“Agreement”) is made as of the 1st day of January, 2012 between Juhl Wind, Inc (the “Company”) and John Brand (“Employee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2007 • Mh&sc, Inc • Retail-nonstore retailers • Delaware
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED SATES OR TO UNITED STATES PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • July 1st, 2009 • Juhl Wind, Inc • Services-management services • New York
This Securities Exchange Agreement (this “Agreement”) is dated as of June 30, 2009, between Juhl Wind, Inc., a Delaware corporation (the “Company”), and each security holder identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractJuhl Energy, Inc • August 19th, 2014 • Water, sewer, pipeline, comm & power line construction • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
SALE AGREEMENT dated as of April 28, 2011 between MISSION FUNDING ZETA, as Seller and JUHL WIND, INC., as PurchaserSale Agreement • May 4th, 2011 • Juhl Wind, Inc • Services-management services • New York
THIS SALE AGREEMENT (this “Agreement”), dated as of April 28, 2011, is made between MISSION FUNDING ZETA, a California corporation (“Seller”), and JUHL WIND, INC., a Delaware corporation (“Purchaser”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 7th, 2014 • Juhl Energy, Inc • Water, sewer, pipeline, comm & power line construction
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is between Juhl Energy, Inc. (the “Company”) and John Mitola (“Employee”). The “Effective Date” of this Amendment shall be the 1st day of January, 2014.
AMENDED AND RESTATED OPERATING AND MEMBER CONTROL AGREEMENT OF VALLEY VIEW TRANSMISSION, LLC (A MINNESOTA LIMITED LIABILITY COMPANY) DATED AS OF FEBRUARY 16, 2011Operating and Member Control Agreement • June 23rd, 2014 • Juhl Energy, Inc • Water, sewer, pipeline, comm & power line construction • Minnesota
This AMENDED AND RESTATED OPERATING AND MEMBER CONTROL AGREEMENT (“Agreement”) of Valley View Transmission, LLC, a Minnesota limited liability company (the “Company”), is made and entered into as of the 16th day of February, 2011, by and among Valley View Wind Investors, LLC (“Investor Member”), Valley View Wind Holdings, LLC (“Local Member”), and the Company. All capitalized terms used herein shall have the respective meanings given to such terms in Section 1 hereof or as otherwise defined in this Agreement.
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Juhl Wind, Inc • March 30th, 2012 • Water, sewer, pipeline, comm & power line construction • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS UPON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT.
JUHL WIND, INC. OPTION AGREEMENTOption Agreement • March 30th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction • Delaware
THIS OPTION AGREEMENT (the “Agreement”) is entered into, effective as of _________________ (the “Grant Date”), by Juhl Wind, Inc., a Delaware corporation (the “Corporation”), and _________________________ (the “Optionee”).
TRANSFER AGREEMENTTransfer Agreement • February 24th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction
This UNIT TRANSFER AGREEMENT (“Agreement”), dated as of the 31st day of December, 2011, is entered by and between Juhl Energy Development, Inc. (“Transferor”), and Juhl Renewable Assets, Inc. (“Transferee”).
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • July 1st, 2009 • Juhl Wind, Inc • Services-management services
This Amendment Agreement (the “Agreement”), dated as of June 29, 2009, is by and among Juhl Wind, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Re: Securities Purchase Agreement, dated as of June __, 2009 (the “Purchase Agreement”), between Juhl Wind, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Lock-Up Agreement • June 12th, 2009 • Juhl Wind, Inc • Services-management services • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the later of (a) the 12 month anniversary of the Effective Date and (b) the 24 month anniversary of the date of the Purchase Agreement (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the und
DEVELOPMENT AND CONSTRUCTION SERVICES AGREEMENTDevelopment and Construction Services Agreement • November 13th, 2009 • Juhl Wind, Inc • Services-management services • Minnesota
This Development and Construction Services Agreement (“Contract”) is entered into this 6th day of November, 2009 by and between Grant County Wind, LLC, a Minnesota limited liability company (“GCW”) and the ten additional signature parties hereto who are each individual wind generator companies and the members of GCW (each a “Generator LLC”; the Generator LLCs and GCW, collectively “Owner”) and Juhl Energy Development, Inc., a Minnesota corporation (“Contractor” and collectively with the Owner, the “Parties”). This Contract is intended to supersede any prior written or oral agreements or understandings between the Parties and their respective predecessors and/or affiliates with respect to the subject matter hereof.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • May 3rd, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction • Delaware
This UNIT PURCHASE AGREEMENT (this "Agreement") is entered into as of April 30, 2012, by and among Juhl Wind, Inc., a Delaware corporation ("Buyer"), and George Shibayama, Matt Brown and Bryan Eskra (each a “Seller” and collectively, "Sellers"). Buyer and Sellers are referred to collectively herein as the "Parties."
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • January 21st, 2009 • Juhl Wind, Inc • Services-management services • Minnesota
This Administrative Services Agreement (“ASA”) is effective this ___ day of _____, 20__ by and between _____, a _____ (the “Company”) and [Juhl Wind, Inc., a Delaware corporation] (“Contractor”).
ESCROW AGREEMENTEscrow Agreement • June 12th, 2009 • Juhl Wind, Inc • Services-management services • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of________________, by and among Juhl Wind, Inc., a corporation incorporated under the laws of Delaware (the “Company”), the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”), and Feldman Weinstein & Smith LLP, with an address at 420 Lexington Avenue, Suite 2620, New York, New York 10170 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
AMENDMENT AGREEMENTAmendment Agreement • March 31st, 2009 • Juhl Wind, Inc • Services-management services
This Amendment Agreement is by and between Juhl Wind, Inc. (the “Company”) and those purchasers (the “Purchasers” and together with the Company, the “Parties”) of Series A Preferred Shares pursuant to that certain Securities Purchase Agreement dated as of June 24, 2008 (the “SPA”).
CALL OPTION AGREEMENTCall Option Agreement • March 1st, 2007 • Mh&sc, Inc • Delaware
This CALL OPTION AGREEMENT (this “Agreement”) is made as of this 24th day of October, 2006 by and among Bradley Thomas, Mark Rupp, Timothy Faust, Lee Melchi, and MTG, LLC in their individual capacity, jointly and severally (“Contributors”), who constitute the owners of 100% of the issued and outstanding member interests (the “Units”) of My Health And Safety Supply Company, an Indiana limited liability company, and MH&SC, Inc., a Delaware corporation (the “Exchange Issuer,” and Exchange Issuer and Contributors together, the “Parties”).
JUHL VALLEY VIEW, LLCJuhl Wind, Inc • January 4th, 2012 • Water, sewer, pipeline, comm & power line construction • Delaware
As of January 1, 2017 and thereafter, the Purchaser may exercise its option (a “Put Right”) to require the Company to purchase all or any part of its units in Company then held by the Purchaser for a price in cash equal to the present value (determined using a discount rate of eight percent (8%) per annum) of the (i) estimated future distributions (as reasonably determined) to be made to Purchaser net of (ii) estimated future income allocations (as reasonably determined) for which no distributions are projected to be made (the “Put Right Purchase Amount”). The closing shall be dated as of the Purchaser’s date of the notice (any time at or after January 1, 2017) or as otherwise mutually agreed.
GUARANTY AGREEMENTGuaranty Agreement • January 4th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction
This Guaranty Agreement (this “Guaranty”), dated as of November __, 2011, is entered into by Juhl Wind, Inc., a Delaware corporation (“Guarantor”), in favor of and for the benefit of Geo Investors Renewable Infrastructure Fund, LP, a Delaware limited partnership (“Investor”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 24th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction • Illinois
This Unit Purchase Agreement (this “Agreement”) is made and entered into as of October 13, 2011 by and between Sellers and Juhl Energy Development, Inc., a Minnesota corporation(“Purchaser”).
FORM OF RESTRICTED STOCK AWARD AGREEMENTForm of Restricted Stock Award Agreement • April 7th, 2014 • Juhl Energy, Inc • Water, sewer, pipeline, comm & power line construction • Minnesota
This Restricted Stock Award Agreement (the “Agreement”) is made effective as of the 1st day of February, 2014, by and between Juhl Energy, Inc., a Delaware corporation (the "Company"), and the undersigned ("Consultant").
SUBSCRIPTION AGREEMENTSubscription Agreement • January 4th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction • Delaware
This SUBSCRIPTION AGREEMENT (“Agreement”) is made as of this ___ day of __________________, 2011, by and among Juhl Valley View, LLC, a Delaware limited liability company (the “Company”), and the undersigned subscriber of securities of the Company (the “Subscriber”).
ContractJuhl Wind, Inc • March 30th, 2012 • Water, sewer, pipeline, comm & power line construction • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
PLAN OF EXCHANGE BETWEEN MH&SC, Inc. AND My Health and Safety Supply Company, LLCMh&sc, Inc • March 1st, 2007
THIS PLAN OF EXCHANGE ("plan") dated as of October 26, 2006, adopted and made by and between MH&SC, Inc., a Delaware corporation having its registered office at 37046 Teal Ct., Selbyville, DE 19975 ("exchangor corporation"), and My Health and Safety Supply Company, an Indiana limited liability company, having its registered office at 8003 Castleway Drive, Suite 200, Indianapolis, IN 46250 ("exchangee entity").
TRANSFER AND ASSIGNMENT AGREEMENTTransfer and Assignment Agreement • March 30th, 2012 • Juhl Wind, Inc • Water, sewer, pipeline, comm & power line construction • Minnesota
This Transfer and Assignment Agreement (this “Agreement”) is made and entered into effective as of May 6, 2011, by and between Juhl Wind, Inc., a Delaware corporation (“Assignor”), and Juhl Wind Asset Investment, Inc., a Delaware corporation (“Assignee”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • February 24th, 2014 • Juhl Energy, Inc • Water, sewer, pipeline, comm & power line construction • New York
This Securities Purchase Agreement (the “Agreement”) is dated as of February ___, 2014 between Juhl Energy, Inc. (the “Purchaser”) as purchaser, and Vision Opportunity Master Fund, Ltd. (the “Seller”) as seller.
FORM OF AGREEMENTForm Of Agreement • June 6th, 2014 • Juhl Energy, Inc • Water, sewer, pipeline, comm & power line construction • Delaware
This Agreement (this “Agreement”) is entered into as of _______________, 2011, by and among Juhl Valley View, LLC, a Delaware limited liability company (the “Company”), the beneficial owners of Common Membership Interests of the Company (“Units”) whose names are set forth on the signature pages hereto (the “Members”), and Juhl Wind Asset Investment, Inc. as the voting trustee pursuant to this Agreement (the “Trustee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 30th, 2008 • Mh&sc, Inc • Retail-nonstore retailers • New York
STOCK PURCHASE AGREEMENT, dated as of April 23, 2008 (the "Agreement"), by and between Cory Heitz (“Heitz”), residing at 3505 Castlegate Court, Lexington, Kentucky 40502, and Vision Opportunity Master Fund, Ltd. (“Vision”), a Cayman Islands company with its principal office located at c/o Citi Hedge Fund Services (Cayman) Limited, Cayman Corporate Centre, 27 Hospital Road, 5th Floor, Grand Cayman KY1-1109, Cayman Islands.
