REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 9, 2008, between Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), Genesis Capital Advisors, LLC, a Nevada limited liability company, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 10, 2008, between Premier Power Renewable Energy, 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”).
SERIES A COMMON STOCK PURCHASE WARRANT PREMIER POWER RENEWABLE ENERGY, INC.Security Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local)
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vision Opportunity Master Fund, Ltd. (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 four year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), up to 1,750,000 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 • June 18th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2009, between Premier Power Renewable Energy, 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”).
COMMERCIAL SECURITY AGREEMENT (Premier Power, Sociedad Limitada)Commercial Security Agreement • July 13th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This COMMERCIAL SECURITY AGREEMENT (this “Agreement”) is made effective July 13, 2009, by and between PREMIER POWER, SOCIEDAD LIMITADA, a business entity organized under the laws of Spain (“Grantor”) and UMPQUA BANK (“Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 8th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined • New York
The undersigned (the “Investor”) hereby confirms its agreement with Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), as follows:
RIDER TO SECURITY AGREEMENT EXECUTED BY NONBORROWER GRANTOR (Bright Futures Technologies, LLC)Rider to Security Agreement • July 13th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined
That certain Commercial Security Agreement dated July 13, 2009 (“Security Agreement”) is given as security to UMPQUA BANK, an Oregon corporation (“Lender”) by BRIGHT FUTURES TECHNOLOGIES, LLC, a Nevada limited liability company ("Grantor" and “Nonborrower Grantor”) to secure Indebtedness of PREMIER POWER RENEWABLE ENERGY, INC.,a Delaware corporation (“Borrower”) to Lender. Capitalized terms used but not defined in this Rider shall have the meanings ascribed in the Security Agreement. In consideration of the Loan extended by the Lender to Borrower, Grantor, as Nonborrower Grantor, agrees as follows:
PREMIER POWER RENEWABLE ENERGY, INC. El Dorado Hills, CA 95762 October 15, 2011Director Agreement • April 4th, 2012 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), is pleased to offer you a renewal agreement for your director position on our Board of Directors (the “Board”). We look forward to your continued success in this role.
PREMIER POWER RENEWABLE ENERGY, INC. a Delaware corporation EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between PREMIER POWER RENEWABLE ENERGY, INC., a Delaware corporation (“Company”) and MIGUEL DE ANQUIN (“Executive”), and is effective on the date of the last signature between the Company and Executive on the signature page hereto (the “Effective Date”).
RIDER TO SECURITY AGREEMENT EXECUTED BY NONBORROWER GRANTOR (Premier Power California)Security Agreement • July 13th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined
That certain Commercial Security Agreement dated July 13, 2009 (“Security Agreement”) is given as security to UMPQUA BANK, an Oregon corporation (“Lender”) by PREMIER POWER RENEWABLE ENERGY, INC., a California corporation("Grantor" and “Nonborrower Grantor”) to secure Indebtedness of PREMIER POWER RENEWABLE ENERGY, INC.,a Delaware corporation (“Borrower”) to Lender. Capitalized terms used but not defined in this Rider shall have the meanings ascribed in the Security Agreement. In consideration of the Loan extended by the Lender to Borrower, Grantor, as Nonborrower Grantor, agrees as follows:
EMPLOYMENT AGREEMENT AMMENDMENT #2Employment Agreement • October 19th, 2012 • Premier Power Renewable Energy, Inc. • Electric & other services combined
This Amendment dated October 15, 2012 hereby amends the Employment Agreement dated May 17, 2010 by and between PREMIER POWER RENEWABLE ENERGY, INC. (“Company”) and Miguel de Anquin (“Employee”).
PREMIER POWER RENEWABLE ENERGY, INC. [______] Shares of Common Stock, par value $0.0001 per share PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 8th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined • New York
Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to [_____] shares (the “Offered Securities”) of common stock, par value $0.0001 per share (the “Common Stock”) to one or more investors (collectively, the “Investors”). The Offered Securities are described more fully in the Registration Statement (as hereinafter defined).
LANDLORD’S RELEASE AND WAIVERLandlord’s Release and Waiver • July 13th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Landlord’s Release and Waiver (this “Agreement”), dated as of July 13, 2009 is entered into among Premier Power Renewable Energy, Inc., a Delaware corporation (“Borrower”), whose address is 4961 Windplay Drive, Suite 100, El Dorado Hills, CA 95762, Umpqua Bank, an Oregon corporation, whose address is 2998 Douglas Blvd., Suite 100, Roseville, CA 95661(“Lender”) and Wagner Family ILP, whose address is 211 St. Paul Drive, Alamo, CA 94507 (“Landlord”) on the following terms and conditions.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 13th, 2007 • Harry's Trucking, Inc. • Trucking (no local) • Delaware
THIS SUBSCRIPTION AGREEMENT made as of this _____ day of September, 2006 between HARRY’S TRUCKING INC., a corporation organized under the laws of the State of Delaware with offices at 15981 Yarnell Street #225, Sylmar, CA 91342 (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”).
DIRECTOR AGREEMENTDirector Agreement • March 24th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Director Agreement (“Agreement”) is entered into by and between PREMIER POWER RENEWABLE ENERGY, INC., a Delaware corporation (hereinafter referred to as PPRE), and Tommy Ross (hereinafter referred to as ROSS). This Agreement is dated as of March 23, 2009.
Form of Lock-Up AgreementLock-Up Agreement • July 8th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined • New York
MODIFICATION TO PROMISSORY NOTE (Line of Credit Note) AND LOAN AGREEMENTModification to Promissory Note and Loan Agreement • July 13th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Modification to Promissory Note (Line of Credit Note) and Loan Agreement (this “Modification”) serves to amend and modify that certain Promissory Note (Line of Credit Note) dated July __, 2009 in the principal sum of Seven Million and 00/100 Dollars ($7,000,000.00), [if note has been previously amended, insert the following with respect to each such previous amendment: as modified by that certain Modification Agreement dated___________ (the “First [or “Second,” etc.] Modification”), pursuant to which the face amount of the Note was increased to ______________ ($____________)] (the “Note”) and that certain Loan Agreement dated July __, 2009 [if previously modified, recite, e.g., “as modified by the First Modification, the Second Modification, etc. as applicable] (the “Loan Agreement”), each executed by Premier Power Renewable Energy, Inc., a Delaware corporation ("Borrower") in favor of Umpqua Bank, an Oregon corporation ("Bank").
VOTING AGREEMENTVoting Agreement • February 5th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined
This agreement is entered into this 21st day of January 2009 by and between Dean R. Marks (hereinafter referred to as “Mr. Marks”), Sarilee Marks (hereinafter referred to as “Mrs. Marks”), and Miguel de Anquin (hereinafter referred to as “Mr. de Anquin”). Each party to this Agreement is referred to herein as a “Party,” and they are all referred to collectively as “Parties.”
AMENDMENTShare Exchange Agreement • April 21st, 2011 • Premier Power Renewable Energy, Inc. • Electric & other services combined
This AMENDMENT (hereinafter, the “Amendment”) is made and entered into as of April 19, 2011 by and among Premier Power Renewable Energy, Inc., a Delaware corporation organized under the laws of the State of Delaware (“PPRW”), Rupinvest Sarl, a corporation duly organized and existing under the laws of the country of Luxembourg (“Rupinvest”), Esdras Ltd., a corporation duly organized and existing under the laws of Cyprus (“Esdras”), and Capita Trust Company Limited, a private limited company incorporated in England and Wales with registered number 00239726 (the “Escrow Agent”). PPRW, Rupinvest, Esdras, and the Escrow Agent may collectively be referred to hereafter as the “Parties.”
LOAN AGREEMENTLoan Agreement • July 13th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Loan Agreement ("Agreement") is entered into as of July13, 2009, but effective as of the Effective Date (as defined herein), by and among UMPQUA BANK, an Oregon corporation ("Bank") and PREMIER POWER RENEWABLE ENERGY, INC., a Delaware corporation (“Borrower”), with reference to the following facts:
LANDLORD’S RELEASE AND WAIVERLandlord’s Release and Waiver • July 13th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Landlord’s Release and Waiver (this “Agreement”), dated as of July 13, 2009, is entered into among Premier Power Renewable Energy, Inc., a Delaware corporation (“Borrower”), whose address is 4961 Windplay Drive, Suite 100, El Dorado Hills, CA 95762, Umpqua Bank, an Oregon corporation, whose address is 2998 Douglas Blvd., Suite 100, Roseville, CA 95661(“Lender”) and 33 Partners, Inc., whose address is 2555 Townsgate Road, Second Floor, Westgate Village, CA 91361 (“Landlord”) on the following terms and conditions.
SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 1Securities Purchase Agreement • October 4th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined
This Securities Purchase Agreement Amendment No. 1 (this “Amendment”) is dated as of the date of the last signature set forth on the signature page hereto, among Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), and Vision Opportunity Master Fund, Ltd. (“Purchaser”).
Re: Securities Purchase Agreement, dated as of September 9, 2008 (the “Purchase Agreement”), between Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and,...Lock-Up Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • 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 earlier of (a) the 12 month anniversary of the Effective Date and (b) the date that (i) the Company’s Common Stock has a closing bid price of $4.00 or more for 20 consecutive Trading Days and an average daily trading volume during such same period of at least 100,000 shares (such price and volume adjusted for any stock splits and similar adjustments effected after the Closing Date) or (ii) the Common Stock is listed on any tier of the Nasdaq Stock Market (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into an
PREMIER MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • California
This exclusive agreement (the “Agreement”), dated as of November 13, 2007, will confirm the arrangement under which Genesis Capital Advisors, LLC (“Genesis”) has been engaged by Premier Power. (“Premier”), to assist the Premier in connection with a business opportunities involving Premier Power and their ownership of one or more entities including but not limited to Premier Power Renewable energy Inc. as set forth below in connection with the day to day business, future planning and growth strategy (Services as defined below).
Amendment #1Share Exchange Agreement • April 6th, 2011 • Premier Power Renewable Energy, Inc. • Electric & other services combined
This Amendment #1 dated March 31, 2011 supersedes and replaces Exhibit A of the Share Exchange Agreement dated June 3, 2009, by and among Premier Power Renewable Energy, Inc. (“PPRW”), Rupinvest Sarl (“Rupinvest”), and Esdras Ltd. (“Esdras”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2012 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This AGREEMENT reached this 17th day of October, 2012 by and between PREMIER POWER RENEWABLE ENERGY, INC. (hereinafter referred to as CORPORATION(S) and Francesco Marangon (hereinafter referred to as EXECUTIVE ).
SECOND AMENDED AND RESTATED DIRECTOR AGREEMENTDirector Agreement • March 15th, 2011 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Second Amended and Restated Director Agreement (“Agreement”) is entered into by and between PREMIER POWER RENEWABLE ENERGY, INC., a Delaware corporation (hereinafter referred to as PPRE), and Tommy Ross (hereinafter referred to as ROSS) and replaces in its entirety the Director Agreement dated March 25, 2010 (the “Prior Agreement”) and previously executed by the parties to this Agreement. This Agreement is dated as of March 14, 2011.
ESCROW AGREEMENT AMENDMENT NO. 1Escrow Agreement • July 23rd, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined
This Escrow Agreement Amendment No. 1 (this “Escrow Amendment”) is dated as of July 22, 2009, among (i) Premier Power Renewable Energy, Inc., a corporation duly organized under the laws of the State of Delaware, (ii) Rupinvest Sarl, a corporation duly organized and existing under the laws of Luxembourg, (iii) Esdras Ltd., a corporation duly organized and existing under the laws of Cyprus, and (iv) Capita Trust Company Limited, a private limited company incorporated in England and Wales.
AMENDED AND RESTATED AGREEMENT TO SERVE AS MEMBER OF THE BOARD OF DIRECTORSAgreement to Serve as Member of the Board of Directors • December 29th, 2008 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Amended and Restated Agreement to Serve as Member of the Board of Directors (“Agreement”) is entered into by and between PREMIER POWER RENEWABLE ENERGY, INC. (hereinafter referred to as PPRE) and Kevin Murray (hereinafter referred to as MURRAY) and replaces in its entirety the Agreement to Serve as Member of the Board of Directors dated October 11, 2008 (the “Original Agreement”) and previously executed by the parties to this Agreement. This Agreement is dated as of December 19, 2008.
LIMITED AND TEMPORARY WAIVER AGREEMENTLimited and Temporary Waiver Agreement • April 29th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined
Genesis Capital Advisors, LLC and its designated FINRA licensed Broker Dealer (“Genesis”) hereby provides a limited and temporary waiver with respect to the exclusivity provision in the agreement between Genesis and Premier Power Renewable Energy, Inc. (“Premier”) dated October 31, 2008 (“Genesis Agreement”), in order to allow Premier to enter into the engagement agreement and related placement agent agreement with Merriman Curhan Ford & Co. (“Merriman”) in the form attached hereto as Exhibit A (“Merriman Agreement”). This limited and temporary waiver does not apply to any amendments, extensions or changes to any of the terms of the Merriman Agreement, and is strictly limited to the Capital Raising Transaction (as defined in the Merriman Agreement) to be placed by Merriman. As consideration for this limited and temporary waiver, Premier shall pay Genesis a cash fee equal to $150,000 at the time capital is received by Premier. This limited and temporary waiver shall expire upon the expi
SHARE EXCHANGE AGREEMENT June 3, 2009Share Exchange Agreement • June 8th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Share Exchange Agreement, dated as of June 3, 2009 (this “Agreement”), is made and entered into by and among Premier Power Renewable Energy, Inc., a Delaware corporation (“PPRW”), on the one hand, and Rupinvest Sarl, a corporation duly organized and existing under the laws of the country of Luxembourg (“LUX”), and Esdras Ltd., a corporation duly organized and existing under the laws of the Cyprus (“CYP”), on the other hand.
AMENDED AND RESTATED AGREEMENT TO SERVE AS MEMBER OF THE BOARD OF DIRECTORSAgreement to Serve as Member of the Board of Directors • December 29th, 2008 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
SHARE EXCHANGE AGREEMENT by and among Premier Power Renewable Energy, Inc., a California corporation (“Premier Power”), and, for certain limited purposes, the Undersigned Stockholders of Premier Power, on the one hand; and Premier Power Renewable...Share Exchange Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • Delaware
This Share Exchange Agreement, dated as of September 9, 2008 (this “Agreement”), is made and entered into by and among Premier Power Renewable Energy, Inc., a California corporation (“Premier Power”), and for certain limited purposes, the stockholders of Premier Power listed on attached Annex I (each such stockholder, a “Premier Power Owner,” and collectively, the “Premier Power Owners”), on the one hand; and Premier Power Renewable Energy, Inc. (formerly known as Harry’s Trucking, Inc.), a Delaware corporation (“Pubco”), and, for certain limited purposes, the majority stockholder of Pubco listed on attached Annex II (“Pubco Stockholder”), on the other hand.
SECOND AMENDED AND RESTATED AGREEMENT TO SERVE AS MEMBER OF THE BOARD OF DIRECTORSAgreement to Serve as Member of the Board of Directors • March 25th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California
This Second Amended and Restated Agreement to Serve as Member of the Board of Directors (the “Agreement”) is entered into by and between PREMIER POWER RENEWABLE ENERGY, INC. (hereinafter referred to as PPRE) and Robert (“Bob”) Medearis (hereinafter referred to as MEDEARIS) and replaces in its entirety the Amended and Restated Agreement to Serve as Member of the Board of Directors dated December 19, 2008 (the “First Amendment”) and previously executed by the parties to this Agreement. This Agreement is dated as of March 25, 2010.
ContractShareholder Agreement • February 5th, 2009 • Premier Power Renewable Energy, Inc. • Electric & other services combined
This agreement reached this ___ 20_____ day of July 2006 by and between Dean R. Marks (hereinafter referred to as DEAN) and Miguel de Anquin (hereinafter referred to as MIGUEL)
