COMMON STOCK PURCHASE WARRANT ENVISION SOLAR INTERNATIONAL, INC.Common Stock Purchase Warrant • April 11th, 2019 • Envision Solar International, Inc. • Semiconductors & related devices • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 5:00 p.m. (New York City time) on [_____], 20231 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Envision Solar International, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), up to [___] 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole register
EXHIBIT 99.1 ENVISION SOLAR INTERNATIONAL, INC. COMMON STOCK PURCHASE WARRANT THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Common Stock Purchase Warrant • December 19th, 2011 • Envision Solar International, Inc. • Services-engineering services • Nevada
EXHIBIT 10.2 ENVISION SOLAR INTERNATIONAL CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made effective as of January 10, 2013, (the "Effective Date") by and between, Envision Solar International with principal place of business...Consulting Agreement • January 11th, 2013 • Envision Solar International, Inc. • Services-engineering services • California
LOAN AGREEMENT This Loan Agreement ("Agreement") is entered into on September 6th, 2011 by between Envision Solar International, Inc., a Nevada corporation (the "Borrower"), and Gerald Hickson, an individual (the "Lender"). Certain capitalized terms...Loan Agreement • September 9th, 2011 • Envision Solar International, Inc. • Services-engineering services • California
EXHIBIT 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this "Agreement") is entered into to be effective as of February 1, 2014 by and between Envision Solar International, Inc. (the "Company"), a Nevada corporation, with its principal office at...Consulting Agreement • February 26th, 2014 • Envision Solar International, Inc. • Services-engineering services • California
ContractCommon Stock Purchase Warrant • August 31st, 2018 • Envision Solar International, Inc. • Semiconductors & related devices
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT HAS BEEN SOLD 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.
ENVISION SOLAR INTERNATIONAL, INC and ISLAND STOCK TRANSFER, INC., as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2018 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 14th, 2018 • Envision Solar International, Inc. • Semiconductors & related devices • New York
WARRANT AGENCY AGREEMENT, dated as of [__________, 2018 (“Agreement”), between Envision Solar International, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Island Stock Transfer, Inc., a corporation organized under the laws of the State of Florida (the “Warrant Agent”).
SECURITY AGREEMENTSecurity Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
This SECURITY AGREEMENT, dated as of November 12, 2008 (this “Agreement”), is among ENVISION SOLAR INTERNATIONAL, INC., a California corporation (the “Company”), each of the undersigned direct and indirect Subsidiaries of the Company and all other direct and indirect Subsidiaries of the Company (the “Guarantors”, and together with the Company, the “Debtors”), and the holder, signatory hereto, of the Company’s Secured Bridge Note issued or to be issued in the original principal amount of $591,770.83 (the “Note”) pursuant to the Purchase Agreement (as defined below) (“Secured Party”, and together with its endorsees, transferees and assigns, the “Secured Parties”).
EXHIBIT 10.1 SELLING AGREEMENT January 7, 2013 Mr. Desmond Wheatley Chief Executive Officer Envision Solar International, Inc. RE: OFFERING OF 4,000,000 UNITS - 8,000,000 SHARES AND 4,000,000 WARRANTS EXERCISABLE FOR ONE YEAR AT $.20 PER SHARE...Selling Agreement • January 11th, 2013 • Envision Solar International, Inc. • Services-engineering services • California
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2023 • Beam Global • Semiconductors & related devices • New York
The undersigned, Beam Global, a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Beam Global, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC and Freedom Capital Markets are acting as representatives to the several Underwriters (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. Maxim Group LLC and Freedom Capital Markets are acting as joint-book running managers in con
UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2020 • Envision Solar International, Inc. • Semiconductors & related devices • New York
The undersigned, Envision Solar International, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Envision Solar International, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
ENVISION SOLAR INTERNATIONAL, INC. and CORPORATE STOCK TRANSFER, INC., as Warrant Agent Warrant Agency Agreement Dated as of April 18, 2019 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 18th, 2019 • Envision Solar International, Inc. • Semiconductors & related devices • New York
WARRANT AGENCY AGREEMENT, dated as of April 18, 2019 (“Agreement”), between Envision Solar International, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Corporate Stock Transfer, Inc., a corporation organized under the laws of the State of Colorado (the “Warrant Agent”).
EXHIBIT 10.1 ENVISION SOLAR INTERNATIONAL, INC. RESTRICTED STOCK GRANT AGREEMENT This Restricted Stock Grant Agreement (the "AGREEMENT") is made and entered into as of July 11, 2014, (the "EFFECTIVE DATE") by and between Envision Solar International,...Restricted Stock Grant Agreement • July 16th, 2014 • Envision Solar International, Inc. • Services-engineering services • Nevada
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG CASITA ENTERPRISES, INC., ESII ACQUISITION CORP. and ENVISION SOLAR INTERNATIONAL, INC. Dated as of February 10, 2010Merger Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on February 10, 2010, by and among CASITA ENTERPRISES, INC., a Nevada corporation (“Parent”), ESII ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and ENVISION SOLAR INTERNATIONAL, INC., a California corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 10, 2010, is made by and between Casita Enterprises, Inc., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
COMMON STOCK PURCHASE AGREEMENT Dated as of September 2, 2022 by and between BEAM GLOBAL andCommon Stock Purchase Agreement • September 2nd, 2022 • Beam Global • Semiconductors & related devices • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of September 2, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Beam Global, a Nevada corporation (the “Company”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN BEAM GLOBAL AND ALL CELL TECHNOLOGIES, LLC DATED AS OF February 16, 2022 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 23rd, 2022 • Beam Global • Semiconductors & related devices • Nevada
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of February 16, 2022, is made and entered into by and between Beam Global, a Nevada corporation (“Buyer”), and All Cell Technologies LLC, an Illinois limited liability company (“Seller”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
SUBSIDIARY GUARANTEE, dated as of November 12, 2008 (this “Guarantee”), made by each of the undersigned direct and indirect Subsidiaries of the Company (as defined below) (together with any other entities that may become a party hereto as provided herein, individually and collectively, the “Guarantors”, and together with the Company, the “Debtors”), in favor of Gemini Master Fund, Ltd. (including its successors, transferees and assigns, the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2022 • Beam Global • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [2], 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Beam Global, a Nevada corporation (the “Company”).
ENVISION SOLAR INTERNATIONAL, INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • January 6th, 2017 • Envision Solar International, Inc. • Semiconductors & related devices • Nevada
This Restricted Stock Grant Agreement (the "Agreement") is made and entered into as of December 31, 2016, (the "Effective Date") by and between Envision Solar International, Inc., a Nevada corporation (the "Company"), and the person named below (the "Grantee").
ENVISION SOLAR INTERNATIONAL, INC. STOCK OPTION AGREEMENT (2011 Stock Incentive Plan)Stock Option Agreement • November 14th, 2019 • Envision Solar International, Inc. • Semiconductors & related devices • Nevada
Envision Solar International, Inc. (the “Company”), pursuant to the 2011 Stock Incentive Plan (as such plan may be amended and/or restated, the “Plan”), hereby grants to Optionee listed below (“Optionee”), options (the “Options”) to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
COMMON STOCK PURCHASE WARRANT ENVISION SOLAR INTERNATIONAL, INC.Common Stock Purchase Warrant • April 18th, 2019 • Envision Solar International, Inc. • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ 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 six month anniversary of the Original Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 15, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Envision Solar International, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, par value $0.001 per share. 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).
ENVISION SOLAR INTERNATIONAL, INC. AMENDED AND RESTATED RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • March 25th, 2019 • Envision Solar International, Inc. • Semiconductors & related devices • Nevada
This Amended and Restated Restricted Stock Grant Agreement (the “Agreement”) is made and entered into as of December 31, 2016 (the “Effective Date”) by and between Envision Solar International, Inc., a Nevada corporation (the “Company”), and the person named below (the “Grantee”). This Agreement entirely replaces and supersedes the original agreement among the parties of even date herewith, covering the same subject matter.
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2011 • Envision Solar International, Inc. • Services-engineering services • California
This EMPLOYMENT AGREEMENT (this "Agreement") is effective as of the 10th day of August 2011, by and between Envision Solar International, Inc., a Nevada corporation (the "Company"), and Desmond Wheatley, an individual ("Employee"), and is made with respect to the following facts:
WARRANT For the Purchase of Shares of Common Stock of ENVISION SOLAR INTERNATIONAL, INC. Void After 5 P.M. __________ __, 2022Security Agreement • March 25th, 2019 • Envision Solar International, Inc. • Semiconductors & related devices • California
THIS IS TO CERTIFY, that, for value received, , or registered assigns (the “Holder”), is entitled, subject to the terms and conditions hereinafter set forth, on or after the date hereof, and at any time prior to 5 P.M., Pacific Time (“PT”), on ________ __, 2022, but not thereafter, to purchase such number of shares of common stock, par value $0.001 per share (the “Shares”), of Envision Solar International, Inc., a Nevada corporation (the “Company”), from the Company as set forth above, upon payment to the Company of an amount per Share equal to $0.15 (the “Purchase Price”), if and to the extent this Warrant is exercised, in whole or in part, during the period this Warrant remains in force, subject in all cases to adjustment as provided in Section 2 hereof, and to receive a certificate or certificates representing the Shares so purchased upon presentation and surrender to the Company of this Warrant with the form of Subscription Agreement attached hereto, including changes thereto reaso
SECURITY AGREEMENT - CONVERTIBLE SECURED PROMISSORY NOTESecurity Agreement • September 22nd, 2017 • Envision Solar International, Inc. • Semiconductors & related devices
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into this 18th day of September 2017, by and between SFE VCF, LLC, a California limited liability company (the “Secured Party”) and Envision Solar International, Inc., a Nevada corporation (“Debtor”).
FOURTH EXTENSION AND AMENDMENT AGREEMENTFourth Extension and Amendment Agreement • March 31st, 2014 • Envision Solar International, Inc. • Services-engineering services • New York
This Fourth Extension and Amendment Agreement (this “Agreement”), effective as of December 31, 2013, is entered into as of February 28, 2014 by and among Envision Solar International, Inc., a Nevada corporation (“Company”), Envision Solar Construction, Inc., a California corporation (collectively with any other guarantors of the Notes or A&R Note (as defined herein), the “Envision Guarantors” or “Guarantors”), and Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Investor”), and Gemini Strategies LLC, Inc., a Nevada corporation (“Collateral Agent”). The Company and the Guarantors are sometimes referred to herein individually as an “Envision Entity” and collectively as the “Envision Entities”. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in that certain Securities Purchase Agreement, dated as of November 12, 2008, between the Company and the Investor (the “Purchase Agreement”), that certain Assumption Agreement, dated as o
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of February 10, 2010, by Casita Enterprises, Inc., a Nevada corporation (“Assignor”), and Casita Enterprises Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Assignor (“Assignee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 14th, 2010 • Envision Solar International, Inc. • Services-computer integrated systems design • Nevada
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 11, 2010 (the “Agreement”), between Casita Enterprises, Inc., a Nevada corporation (the “Parent”) and Envision Solar International, Inc., a California corporation, and subsidiary of the Parent (the “Subsidiary”).
ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
ASSIGNMENT OF EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2010 by and among Envision Solar International, Inc., a California corporation (“Envision”), Casita Enterprises, Inc., a Nevada corporation (“Casita”), and Robert Noble (“Executive”).
AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 6th, 2017 • Envision Solar International, Inc. • Semiconductors & related devices
This Amendment to Restricted Stock Agreement (the "First Amendment") is made as of this 31st day of December 2016 by and between Envision Solar International, Inc., a Nevada corporation (the "Company"), and Jay S. Potter, an individual (the "Grantee"), with respect to the following facts:
AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 6th, 2017 • Envision Solar International, Inc. • Semiconductors & related devices
This Amendment to Restricted Stock Agreement (the "First Amendment") is made as of this 31st day of December 2016 by and between Envision Solar International, Inc., a Nevada corporation (the "Company"), and Tony Posawatz, an individual (the "Grantee"), with respect to the following facts:
Side LetterLoan Guaranty Side Letter • November 5th, 2015 • Envision Solar International, Inc. • Semiconductors & related devices • California
This Loan Guaranty Side Letter (this "Agreement") is made as of October 30, 2015 (the "Effective Date") hereby confirms that, in consideration of the guarantee by Keshif Ventures, LLC (the "Guarantor") pursuant to that certain Master Unconditional Limited Guaranty, dated as of August 5, 2015 (the "Guaranty") by and between Guarantor and Silicon Valley Bank (the "Bank"), as supplemented by a Supplement thereto, dated as of the Effective Date (the "Company Supplement"), with respect to a debt facility in the aggregate maximum principal amount of One Million Dollars ($1,000,000.00) (the "Loan Facility") made available by the Bank to Envision Solar International, Inc., a Nevada corporation (the "Company") pursuant to that certain Loan and Security Agreement dated as of the Effective Date (the "Loan Agreement"), Guarantor is entitled to receive shares of Common Stock of the Company pursuant to the Stock Purchase Agreement in the form attached hereto as Exhibit A (the "Purchase Agreement") a
BEAM GLOBAL PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • November 17th, 2022 • Beam Global • Semiconductors & related devices • Delaware
Beam Global, a Nevada corporation (the “Company”) has granted you a 2022 Performance Stock Unit Award (the “Award”) pursuant to the Beam Global 2021 Equity Incentive Plan (“Plan”) on the date indicated below (the “Grant Date”). This Performance Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an Award to you of Restricted Stock Units that may be earned based on the achievement of performance goals (“Performance Stock Units”). This Award is made under (and subject to the terms of) the Plan and is contingent upon your agreement to the terms and conditions of this Award, as set forth in this Award Agreement. Capitalized terms used and not defined in this Award Agreement shall have the meanings set forth in the Plan.
INVESTMENT BANK SERVICES AGREEMENT WITH ALLIED BEACONInvestment Bank Services Agreement • March 23rd, 2012 • Envision Solar International, Inc. • Services-engineering services
