SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 2015 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2015, by and between WindStream Technologies, Inc., a Wyoming corporation, with headquarters located at 819 Buckeye Street, North Vernon, IN 47265 (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140, (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2014, between Windstream Technologies, Inc., a Wyoming corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Windstream Technologies, Inc. Convertible NoteConvertible Note • October 21st, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • California
FOR VALUE RECEIVED, Windstream Technologies, Inc., a Wyoming corporation (the “Company”), hereby promises to pay to the order of Vista Capital Investments, LLC or registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
Securities Purchase AgreementSecurities Purchase Agreement • October 21st, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of September 26, 2014, is entered into by and between WindStream Technologies, Inc., a Wyoming corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER __, 2014Convertible Security Agreement • October 30th, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of WindStream Technologies, Inc., a Wyoming corporation, (the “Company”), having its principal place of business at 819 Buckeye Street, North Vernon, Indiana 47265, designated as its Original Issue Discount Senior Secured Convertible Debenture due October 17, 2015 (this Debenture, the “Debenture” and, collectively with the other Debentures of such series, the “Debentures”).
ContractWarrant Agreement • October 21st, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO WINDSTREAM TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2015 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • Indiana
This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of November 11, 2014, by and between WINDSTREAM TECHNOLOGIES, INC. (the “Company”), and Travis Campbell (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 9, 2014, is entered into by and between Windstream Technologies, Inc., a Wyoming corporation, (the “Company”), and Vista Capital Investments, LLC (the “Buyer”).
ContractSecured Purchaser Note • October 30th, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • New York
THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF PURCHASER.
INTERNATIONAL DISTRIBUTOR AGREEMENTInternational Distributor Agreement • November 1st, 2013 • Windaus Global Energy Inc • Hotels & motels
THIS INTERNATIONAL DISTRIBUTOR AGREEMENT (this “Agreement”) is made and entered into on __________, 2013 (“Effective Date”) by and between WindStream Technologies, Inc., a California corporation with a principal place of business at 819 Buckeye Street, North Vernon, IN 47265 (“WindStream”) and Jamaica Public Service Company Ltd., a corporation organized and existing under the laws of Jamaica with its registered head office at 6 Knutsford Boulevard, Kingston 5, Jamaica (“JPS”).
PROMISE PURCHASE AGREEMENT FOR THE SHARES OF THE CORPORATION VIERNES 13, S.A.Promise Purchase Agreement • December 5th, 2008 • Solarte Hotel CORP • Hotels & motels
Between the undersigned, to wit: DANIEL LAHEY, male, US citizen, of legal age, married, with passport No. Z7823744, with address at Isla Taboga, Republic of Panama, hereinafter referred to as THE PROMISSORY SELLER, on one part, and on the other part, SOLARTE HOTEL CORPORATION, a British Virgin Islands corporation, with address at Craigmuir Chambers, Roadtown, British Virgin Islands, acting in its own name, hereinafter referred to as THE PROMISSORY BUYER, hereby enter into the following Share Purchase Promise Contract, according to the following clauses:
JOINT VENTURE AGREEMENT OF WINDSTREAM TECHNOLOGIES, INC.Joint Venture Agreement • April 15th, 2015 • Windstream Technologies, Inc. • Power, distribution & specialty transformers
This Joint Venture Agreement (this “Agreement”) is made and entered into on 16th day of October, 2014 (the “Effective Date”), by and among:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 5th, 2012 • Blue Star Entertainment Technologies, Inc. • Hotels & motels
Blue Star Entertainment Technologies, Inc., formerly known as Solarte Hotel Corporation, a Panama company incorporated pursuant to the laws of the British Virgin Islands and having a business address at Plaza Neptuno, Planta Baja, Suite 351, Ave. Ricardo J. Alfaro, El Dorado, Panama City, Panama
SHARE EXCHANGE AGREEMENT by and among WINDAUS GLOBAL ENERGY, INC. WINDSTREAM TECHNOLOGIES, INC. and THE SHAREHOLDERS OF WINDSTREAM TECHNOLOGIES, INC. NAMED HEREIN Dated as of May 22, 2013 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 28th, 2013 • Windaus Global Energy Inc • Hotels & motels • Wyoming
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 22, 2013, is by and among WINDAUS GLOBAL ENERGY, INC., a Wyoming corporation, formerly known as Blue Star Entertainment Technologies, Inc. (“Windaus”), WINDSTREAM TECHNOLOGIES, INC., a California corporation (“WindStream”), and the individuals identified on Annex A hereto (together referred to herein as the “Shareholders” and each a “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.
RESCISSION AGREEMENTRescission Agreement • May 28th, 2013 • Windaus Global Energy Inc • Hotels & motels • Nevada
This RESCISSION AGREEMENT (this “Agreement”), dated as of May 22, 2013, is by and among Windaus Global Energy, Inc, a Wyoming corporation, formerly known as Blue Star Entertainment Technologies, Inc. (“Windaus”), Windaus Global Energy, Inc., a company incorporated pursuant to the laws of the Province of Ontario (“OpCo”), and Maurice and Judy Dechamps, the sole shareholders of OpCo, who are represented by David Worrall (together referred to herein as the “Rescinding Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
September 16, 2008 Solate Hotel Corporation 3rd Street, Bocas del Toro Isla Colon, PanamaFunding Agreement • September 18th, 2008 • Solarte Hotel CORP • Hotels & motels
Master Distribution AgreementMaster Distribution Agreement • November 1st, 2013 • Windaus Global Energy Inc • Hotels & motels
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • February 14th, 2013 • Blue Star Entertainment Technologies, Inc. • Hotels & motels
THIS TECHNOLOGY TRANSFER AGREEMENT (the "Agreement") is dated as of December 4, 2012 and is between Blue Star Entertainment Technologies, Inc., formerly known as Solarte Hotel Corporation, a company incorporated pursuant to the laws of the British Virgin Islands and having a business address at Plaza Neptuno, Planta Baja, Suite 351, Ave. Ricardo J. Alfaro, El Dorado, Panama City, Panama (“Buyer”) and Windaus Global Energy, Inc., a company incorporated pursuant to the laws of the Province of Ontario and having a business address at 205 Oakhill Drive, Brantford, Ontario, Canada, N3T 5L7 (“Windaus”).
ContractWarrant Agreement • October 21st, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • Nevada
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO WINDSTREAM TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • October 30th, 2014 • Windstream Technologies, Inc. • Power, distribution & specialty transformers • New York
SECURITY AGREEMENT, dated as of October 16, 2014 (this “Agreement”), between Windstream Technologies, Inc., a Wyoming corporation (the “Grantor”), and Redwood Management, LLC, in its capacity as collateral agent (the “Collateral Agent”) on behalf of the Secured Parties (as defined below).
