EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2016 • Powin Corp • Miscellaneous manufacturing industries • Oregon
This Employment Agreement (this "Agreement") is made and entered into effective as of July 20, 2016 (the "Effective Date"), by and between Geoffrey L. Brown (the "Executive") and Powin Energy Corporation (the "Company").
WARRANT BWarrant Agreement • March 23rd, 2011 • Powin Corp • Miscellaneous manufacturing industries
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO POWIN CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
POWIN CORPORATION Tigard, OR 97223Employment Agreement • December 8th, 2009 • Powin Corp • Miscellaneous manufacturing industries • Oregon
Powin Corporation (the “ Company”) is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • February 25th, 2010 • Powin Corp • Miscellaneous manufacturing industries
DESCRIPTION OF EXISTING INDEBTEDNESS. THIS DOCUMENT IS MADE A PART OF THE PROMISSORY NOTE, AS AMENDED, DATED FEBRUARY 4, 2008 IN THE PRINCIPAL AMOUNT OF $1,300,000.00.
LEASE AGREEMENTLease Agreement • April 10th, 2012 • Powin Corp • Miscellaneous manufacturing industries
ContractWarrant Agreement • April 15th, 2014 • Powin Corp • Miscellaneous manufacturing industries • Oregon
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND LIQUIDATIONAgreement and Plan of Merger • September 8th, 2016 • Powin Corp • Miscellaneous manufacturing industries
This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND LIQUIDATION (this “Agreement”) is made and entered into as of August 17, 2016, by and between Powin Corporation, a corporation organized under the laws of the state of Nevada (“Powin Corporation”), Powin Energy Corporation, a corporation organized under the laws of the state of Oregon (“Powin Energy”).
December [ ], 2015Shareholder Agreement • July 1st, 2016 • Powin Corp • Miscellaneous manufacturing industries • Oregon
THIS AMENDED AGREEMENT is made on November, 2015 and supersedes in its entirety that certain Shareholder AGREEMENT made on March 31, 2015 and any amendments to date, between the parties hereto.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND LIQUIDATIONAgreement and Plan of Merger • July 1st, 2016 • Powin Corp • Miscellaneous manufacturing industries • Nevada
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND LIQUIDATION (this “Agreement”) is made and entered into as of May 31, 2016, by and between Powin Corporation, a corporation organized under the laws of the state of Nevada (“Powin Corporation”), Powin Energy Corporation, a corporation organized under the laws of the state of Oregon (“Powin Energy”).
1) POWIN CORPORATION and (2) SF SUNTCH INC. and (3) POWIN ENERGY CORPORATION and (4) MR. JOSEPH LUShareholders' Agreement • August 8th, 2014 • Powin Corp • Miscellaneous manufacturing industries • Oregon
POWIN ENERGY CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 13th, 2016 • Powin Energy Corp • Miscellaneous manufacturing industries • Oregon
Pursuant to your Restricted Stock Award Notice (the "Award Notice") and this Restricted Stock Award Agreement (this "Agreement"), Powin Energy Corporation (the "Company") has granted you a restricted stock award (the "Award") for the number of shares of the Company's common stock indicated in your Award Notice (the "Shares"). Capitalized terms not defined in this Agreement but defined in the Award Notice have the same definitions as in the Award Notice.
TO DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • April 2nd, 2014 • Powin Corp • Miscellaneous manufacturing industries • Oregon
ContractGeneral Security Agreement • October 3rd, 2017 • Powin Energy Corp • Miscellaneous manufacturing industries • Ontario
GENERAL SECURITY AGREEMENT This General Security Agreement is made as of September 26, 2017. TO: BROOKFIELD BRP HOLDINGS (CANADA) INC., as Secured Party RECITALS: A. Powin Energy Ontario Storage II, LP, as borrower (the "Debtor") and Brookfield BRP Holdings (Canada) Inc., as lender, are party to a term loan agreement dated as of the date hereof (as may be amended, supplemented, restated or replaced from time to time, the "Loan Agreement"). B. Powin Energy Storage 2, Inc.is the general partner of the Borrower. C. Pursuant to the Loan Agreement, the Debtor is required to secure the payment and performance of the Secured Liabilities and, accordingly, the Debtor has agreed to grant to the Secured Party the Security Interests with respect to the Collateral in accordance with the terms of this Agreement. For good and valuable consideration, the receipt and adequacy of which are acknowledged by the Debtor, the Debtor agrees with and in favour of the Secured Party as follows: 1. Definitions. I
THIS LEASE made and entered into this First day of April 2007,Lease Agreement • October 8th, 2009 • Powin Corp • Miscellaneous manufacturing industries
WITNESSETH: In consideration of the covenants herein, the Lessor hereby leases unto the Lessee those certain premises, as is, situated in the City of Tualatin, County of Washington and State of Oregon, hereinafter called the premises, described as follows:
POWIN CORPORATION and POWIN ENERGY CORPORATION and SF SUNTECH INC.Amendment Agreement • March 24th, 2015 • Powin Corp • Miscellaneous manufacturing industries • Hong Kong
Terms defined in the Subscription Agreement shall, unless otherwise defined in this Amendment Agreement or a contrary intention appears, bear the same meaning when used in this Amendment Agreement and the following terms shall have the following meanings:
POWIN CORPORATION BUSINESS DEVELOPMENT AGREEMENTBusiness Development Agreement • April 17th, 2013 • Powin Corp • Miscellaneous manufacturing industries • Oregon
This Business Development Agreement (the “Agreement”) is effective as of this 15th day of April, 2013, (“Effective Date”) between Powin Corporation, a corporation with principal offices at 20550 SW 115th Ave., Tualatin, Oregon 97062 and Harvey Weiss with principal offices at 9121 Town Gate Lane, Bethesda, MD 20817(hereinafter the “Representative”).
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • January 22nd, 2014 • Powin Corp • Miscellaneous manufacturing industries • Oregon
THIS DEBT EXCHANGE AGREEMENT (“Agreement”) is effective as of December 31, 2013 (“Effective Date”) by and between Powin Corporation (“Powin”), a Nevada corporation and Joseph Lu (“Lu”).
AGREEMENT AND PLAN OF MERGER AND LIQUIDATION BY AND AMONG POWIN CORPORATION and POWIN ENERGY CORPORATION Dated as of December 1, 2015Merger Agreement • December 8th, 2015 • Powin Corp • Miscellaneous manufacturing industries • Nevada
This AGREEMENT AND PLAN OF MERGER AND LIQUIDATION (this “Agreement”) is made and entered into as of December 1, 2015, by and between Powin Corporation, a corporation organized under the laws of the state of Nevada (“Powin Corporation”), Powin Energy Corporation, a corporation organized under the laws of the state of Oregon (“Powin Energy”).
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • August 19th, 2015 • Powin Corp • Miscellaneous manufacturing industries • Oregon
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 1, 2015 by and between Powin Corporation., a Nevada corporation (“PC”), and Q Pacific Corporation , a Nevada corporation (“Newco”).
TRI-COUNTY INDUSTRIAL PARKS # 6 LLCLease Agreement • December 8th, 2009 • Powin Corp • Miscellaneous manufacturing industries
This letter will confirm our agreement wherein your original lease dated September 18, 2007 by and between Tri-County Industrial Parks #6 LLC. Lessor, and Powin Corporation, Lessee, and subsequent modifications thereto shall be modified as follows:
Lease for Tualatin PropertyLease Agreement • July 31st, 2009 • Powin Corp
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 18th, 2016 • Powin Energy Corp • Miscellaneous manufacturing industries • Oregon
This Stock Purchase Agreement ("Agreement") is made and entered into this 18th day of October 2016 ("Effective Date"), by and among Weiping Cai, an individual (“Weiping”), and Powin Energy Corporation, a Nevada corporation (“Powin”) (collectively the “Parties”).
GUARANTY AGREEMENTGuaranty Agreement • October 3rd, 2017 • Powin Energy Corp • Miscellaneous manufacturing industries • New York
THIS GUARANTY AGREEMENT (this "Guaranty") is made as of September 26, 2017, by POWIN CANADA B.C. LTD, a corporation incorporated under the laws of the province of British Columbia ("Guarantor"), in favor of BROOKFIELD BRP HOLDINGS (CANADA) INC., a corporation formed under the laws of Ontario (together with its successors and assigns, "Lender").
Lease for Property used by QBF, Inc.Lease Agreement • July 31st, 2009 • Powin Corp
POWIN CORPORATION Tigard, OR 97223 Oct l2, 2009 Dear Mr. Ronald Horne,Employment Agreement • December 8th, 2009 • Powin Corp • Miscellaneous manufacturing industries • Oregon
Powin Corporation (the "Company") is pleased that you have chosen to work for the Company as an employee. The purpose of this letter is to formally memorialize your existing employment agreement with the Company on the following terms:
Strategic Cooperation Joint Venture AgreementJoint Venture Agreement • April 10th, 2012 • Powin Corp • Miscellaneous manufacturing industries • Oregon
This Joint Venture Agreement («Agreement»), made on May , 2011 by and between Shandong RealForce Enterprises Co, Ltd («Party A»), Industrial Parke, Weishan, Shandong Province Economic Developmenr Zone, Jining City, Shandong Province, and Powin Corporation(«Party B») 6975 Sandberg Road, Tigard, Oregon 97223. The parties are hereinafter sometimes referred to together as the «Joint Venturers» and individually as a «Joint Venturer.»
August 2014 POWIN CORPORATION and POWIN ENERGY CORPORATION and SF SUNTECH INC.Supplemental Agreement • March 24th, 2015 • Powin Corp • Miscellaneous manufacturing industries • Hong Kong
Terms defined in the Subscription Agreement shall, unless otherwise defined in this Supplemental Agreement or a contrary intention appears, bear the same meaning when used in this Supplemental Agreement and the following terms shall have the following meanings:
TRANSFER AGREEMENT Transfer of Assets and Stock Powin CorporationTransfer Agreement • July 28th, 2016 • Powin Corp • Miscellaneous manufacturing industries
This Agreement of Transfer is made as of July 22, 2016 by and between Powin Corporation, a Nevada Corporation, and Joseph Lu, an individual residing in Tualatin Oregon and with reference to the following:
POWIN CORPORATION and POWIN ENERGY CORPORATION and SF SUNTECH INC.Amendment Agreement • January 20th, 2015 • Powin Corp • Miscellaneous manufacturing industries • Hong Kong
Business Loan Agreement and Amendment between Powin Corporation and Sterling Savings BankBusiness Loan Agreement • July 31st, 2009 • Powin Corp
LEASE AGREEMENTLease Agreement • December 8th, 2009 • Powin Corp • Miscellaneous manufacturing industries
TERMINATION AGREEMENT Transfer of Assets and Stock Powin CorporationTermination Agreement • August 8th, 2016 • Powin Corp • Miscellaneous manufacturing industries
This Agreement is entered into August 2, 2016 by and between Powin Corporation, a Nevada corporation (“Powin”) and Joseph Lu, an individual residing in Tualatin, Oregon (“Lu”).
STOCK PURCHASE AGREEMENT AMONG POWIN CORPORATION, POWIN INDUSTRIES, SA de CV AND ROLLAND HOLDING COMPANY, LLCStock Purchase Agreement • October 12th, 2016 • Powin Corp • Miscellaneous manufacturing industries • Louisiana
This Stock Purchase Agreement ("Agreement") is made and entered into on the dates set forth below, but effective October 3, 2016 (the "Effective Date"), by and among Rolland Holding Company, LLC, a Texas limited liability company, represented herein by Richard A. Rolland, its Manager, duly authorized by the Unanimous Consent of its Managers dated October 3, 2016, a copy of which is attached hereto ("RHC"), Powin Corporation, a Nevada corporation, represented herein by Joseph Lu, its Chairman, duly authorized by Consent Action in Lieu of a Meeting of the Board of Directors of Powin Corporation, a copy of which is attached hereto ("Powin Corporation"), and Powin Industries, SA de CV, a corporation organized under the laws of Mexico, represented herein by Jorge Orozco, its legal representative, duly authorized by Notaria Publica No. 10 represented by the lawyer Fernando Antonio Salinas Martinez, a copy of which is attached hereto ("Powin Mexico").
RESTATED AND AMENDED BYLAWS OF POWIN CORPORATIONBylaws • February 25th, 2010 • Powin Corp • Miscellaneous manufacturing industries
These Restated and Amended Bylaws (this “Agreement”) of Powin Corporation (the “Company”), supersede and replace in its entirety any previous agreement or understanding, written or otherwise, relating to the subject matter of this Agreement.
POWIN CORPORATION and POWIN ENERGY CORPORATION and SF SUNTECH INC.Subscription Agreement • August 8th, 2014 • Powin Corp • Miscellaneous manufacturing industries • Oregon
clause Headings Page 1. INTERPRETATION 1 2. CONDITIONS 6 3. SUBSCRIPTION AND OPTION 7 4. CLOSING/OPTION CLOSING 9 5. UNDERTAKINGS 10 6. REPRESENTATIONS AND WARRANTIES 11 7. INDEMNITY 12 8. COSTS AND EXPENSES 12 9. ANNOUNCEMENTAND INFORMATION 12 10. NOTICES 12 11. TIME OF THE ESSENCE 13 12. ENTIRE AGREEMENT 13 13. FURTHER ASSURANCE 14 14. WAIVERS 14 15. PARTIAL INVALIDITY 14 16. VARIATION 14 17. ASSIGNMENT 14 18. GOVERNING LAW AND JURISDICTION AND PROCESS AGENT 14 19. COUNTERPARTS 15 SCHEDULE 1 17 SCHEDULE 2 31 SCHEDULE 4 32 SCHEDULE 5 33 SCHEDULE 6 34 SCHEDULE 7 37 SCHEDULE 8 38
