SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 11, 2014, by and between SALEEN AUTOMOTIVE, INC., a Nevada corporation, with headquarters located at 2735 Wardlow Road, Corona, CA 92882 (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 3, 2014, by and between Saleen Automotive, Inc., a Nevada corporation, with headquarters located at 2375 Wardlow Road, Corona, CA 92882 (the “Company”), and ROCK CAPITAL, LLC, a Washington limited liability company, with its address at 3820 East Mercer Way, Mercer Island WA 98040 (the “Buyer”).
W270, INC.Convertible Security Agreement • June 27th, 2013 • W270, Inc. • Services-computer integrated systems design • California
THIS NOTE is one of a series of duly authorized and validly issued 3.0% Senior Secured Convertible Notes of W270 Inc., a Nevada corporation (the “Company”), having its principal place of business at 2735 Wardlow Road, Corona, CA 92882, designated as its 3.0% Senior Secured Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • California
This Securities Purchase Agreement (this “Agreement”) is dated as of April 17, 2015 between Saleen Automotive, Inc., a Nevada corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), and GreenTech Automotive, Inc., which will serve as the representative of the Purchasers, and is referred to herein from time to time as the “Purchaser Representative”.
Direct Transfer, LLC. Morrisville, NC 27560 Ladies and Gentlemen:Securities Purchase Agreement • February 19th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • New York
SALEEN AUTOMOTIVE, INC., a Nevada corporation (the “Company”) and KBM WORLDWIDE, INC., a New York corporation (the “Investor”) have entered into a Securities Purchase Agreement dated as of October 2, 2014 (the “Agreement”) providing for the issuance of the 8% Convertible Promissory Note in the principal amount of $55,000.00 (the “Note”).
Saleen Automotive, Inc. Convertible NoteConvertible Note • February 19th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • Nevada
FOR VALUE RECEIVED, Saleen Automotive, Inc., a Nevada 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 • June 27th, 2013 • W270, Inc. • Services-computer integrated systems design • California
This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2013 between W270, Inc., a Nevada corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), and W-Net Fund I, L.P., which will serve as the representative of the Purchasers, and is referred to herein from time to time as the “Purchaser Representative”.
CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENTConsulting Agreement • December 5th, 2012 • W270, Inc. • Services-computer integrated systems design • California
This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 1st day of December, 2012 (the “Effective Date”) by and between W270, Inc. (the “Company”), and Eric Stoppenhagen(“Consultant”).
Securities Purchase AgreementSecurities Purchase Agreement • February 19th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of October 28, 2014, is entered into by and between Saleen Automotive, Inc., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
SECURITY AGREEMENTSecurity Agreement • December 8th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • California
This SECURITY AGREEMENT, entered into on December 2, 2015, as of October 12, 2015 (this “Agreement”), is among Saleen Automotive, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Debtors”), and SM Funding Group, Inc., a Delaware corporation (the “Secured Party”).
SALEEN AUTOMOTIVE, INC.Convertible Security Agreement • July 14th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • California
THIS NOTE is issued for 10.0% First Lien Secured Convertible Notes of Saleen Automotive, Inc., a Nevada corporation (the “Company”), having its principal place of business at 2735 Wardlow Road, Corona, CA 92882, designated as its 10.0% First Lien Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2013 • W270, Inc. • Services-computer integrated systems design • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into June 26, 2013, by and among, W270, Inc., a Nevada corporation (“W270” or, the “Company”), those stockholders of the Company set forth on the signature pages to this Agreement (the “Stockholders”) and those investors of the Company set forth on the signature pages to this Agreement (the “Purchasers”, and together with the Stockholders, the “Holders”).
SALEEN AUTOMOTIVE, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 15th, 2013 • Saleen Automotive, INC. • Motor vehicles & passenger car bodies • Nevada
This COMMON STOCK PURCHASE WARRANT certifies that Ascendiant Capital Markets, LLC, having an address at 18881 Von Karman Avenue, 16th Floor, Irvine, California 92612, or permitted assignees is the registered holder (the “Holder”) of this Common Stock Purchase Warrant (the “Warrant”) to purchase shares of the common stock, par value $0.001 per share (the “Common Stock”), of Saleen Automotive, Inc., a Nevada corporation (the “Company”).
ESCROW AGREEMENTEscrow Agreement • April 16th, 2012 • W270, Inc. • Services-computer integrated systems design • Nevada
This Escrow Agreement (the " Escrow Agreement") is made and entered into this 13th day of April, 2012, by and among W270, Inc., a Nevada corporation (the "Issuer"), and Mintz & Fraade, P.C. a New York professional corporation (the "Escrow Agent").
10% CONVERTIBLE NOTE Maturity Date of April 15, 2015 $50,000 October 15, 2014 *the “Issuance Date”Note • February 19th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • Texas
FOR VALUE RECEIVED, Saleen Automotive Inc., a Nevada Corporation (the “Company”) doing business in Corona. CA hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the “Holder”) the principal amount of Fifty Thousand Dollars ($50,000), on demand of the Holder at any time on or after April 15, 2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of Ten Percent (10%) per annum (the “Interest Rate”) from the date hereof (the “Issuance Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise; provided, that any amount of principal or interest on this Note which is not paid when due shall bear interest at such rate on the unpaid principal balance hereof plus Default Interest from the due date thereof until the same is paid in full. Interest shall commence accruing on the issuance Date, shall be computed on the basis o
W270, INC.. Subscription AgreementSubscription Agreement • August 18th, 2011 • W270, Inc. • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • California
This Securities Purchase Agreement (this “Agreement”) is entered into on December 2, 2015, as of October 12, 2015, between Saleen Automotive, Inc., a Nevada corporation (the “Company”), and SM Funding Group, Inc., a Delaware corporation (“Purchaser”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 8th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • California
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), entered into on December 2, 2015, as of October 12, 2015, is made by Saleen Automotive, Inc., a Nevada corporation (the “Company”), and all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Grantors”), in favor of SM Funding Group, Inc., a Delaware corporation (the “Secured Party”), pursuant to the Purchase Agreement.
ContractWarrant Agreement • February 8th, 2019 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • Nevada
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SALEEN AUTOMOTIVE, INC. 12.0% SENIOR SECURED CONVERTIBLE NOTEConvertible Security Agreement • December 8th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • California
THIS NOTE is a duly authorized and validly issued Senior Secured Convertible Note of Saleen Automotive Inc., a Nevada corporation (the “Company”), having its principal place of business at 2735 Wardlow Road, Corona, CA 92882, designated as a 12.0% Senior Secured Convertible Note (this “Note”).
AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • May 30th, 2013 • W270, Inc. • Services-computer integrated systems design • Nevada
This AGREEMENT AND PLAN OF MERGER (“Agreement”) made this 23rd day of May, 2013 is entered into by and among W270, Inc., a Nevada corporation (“W270”), Saleen California Merger Corporation, a California corporation and wholly-owned subsidiary of W270 (“CA MergerCo”), Saleen Florida Merger Corporation, a Florida corporation and wholly-owned subsidiary of W270 (“FL MergerCo”), SMS Signature Cars, a California corporation (“SMS”), Saleen Automotive, Inc., a Florida corporation (“Saleen Automotive” and together with SMS, the “Saleen Entities”), and Steve Saleen (“Saleen” and together with the Saleen Entities, the “Saleen Parties”). W270, CA MergerCo, FL MergerCo, SMS, Saleen Automotive and Saleen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENTConflict of Interest Agreement • August 18th, 2011 • W270, Inc.
AGREEMENT dated this 27th day of June 2011, by and between W270, Inc. (hereinafter “W270”), a Nevada Corporation, with offices located at 4221 Camino Alegre, La Mesa, California 91941 and Wesley E. Fry, President of W270.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • August 14th, 2014 • Saleen Automotive, INC. • Motor vehicles & passenger car bodies • California
This Settlement Agreement and Mutual Release (the “Agreement”) is entered into on May ___, 2014, by Thomas Del Franco (“Del Franco”) and Jason B. Cruz (“Cruz” and together with Del Franco, the “Del Franco Parties”), on the one hand, and Steve Saleen (“Mr. Saleen”), Saleen Automotive, Inc., a Nevada corporation (the “Company”), SMS Signature Cars, a California corporation (“SMS Signature Cars”), SMS Limited, Inc. a California corporation (“SMS Limited”), SMS Retail – Corona, a California corporation (“SMS Retail”), Saleen Electric Automotive, Inc., a Florida corporation (“Saleen Electric”), Saleen Automotive Showcars, Inc., a Michigan corporation (“Saleen Automotive Showcars”) Saleen Retail Services, a California corporation (“Saleen Retail”), Saleen Autosport, Inc., a California corporation (“Saleen Autosport”), and Saleen Sales Corporation, a California corporation (“Saleen Sales Corporation” and together with Mr. Saleen, the Company, SMS Signature Cars, SMS Limited, SMS Retail, Salee
ESCROW AGREEMENTEscrow Agreement • May 30th, 2013 • W270, Inc. • Services-computer integrated systems design • California
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into as of this 24th day of May, 2013, by and among Stubbs Alderton & Markiles, LLP, a California limited liability partnership, as escrow agent (the “Escrow Agent”), W270, Inc., a Nevada corporation (“W270”) and Steve Saleen (“Saleen”).
ContractSupplemental Agreement • July 14th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies
Supplemental Agreement dated as of April 17, 2015 among Steve Saleen (“SS”), Saleen Automotive, Inc (“SAI”), WM Industries Corp. (f/k/a WM GreenTech Automotive,Corp.) (WMIC”), and GreenTech Automotive, Inc. (“GTA”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2013 • W270, Inc. • Services-computer integrated systems design • California
This Employment Agreement (“Agreement”) is entered into on last date written below, and is between Saleen Automotive Electric, Inc., a Florida a corporation (“Company”), and Steve Saleen (“Executive”).
Assignment AND LICENSE AGREEMENTAssignment and License Agreement • May 30th, 2013 • W270, Inc. • Services-computer integrated systems design • Nevada
This Assignment and License Agreement (this “Agreement”) is made and entered into as of the 23rd day of May 2013, by and between (i) W270, Inc., a Nevada corporation (“Transferee”), and (ii) Steve Saleen, an individual (“Transferor”).
SALEEN AUTOMOTIVE INC. TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 9th, 2019 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • California
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), is effective as of the 15th day of October 2016, by Saleen Automotive Inc. located at 2735 Wardlow Road Corona, CA 92882 (“Licensor”) and Molexiel, Inc. located at 1040 N. Batavia St. Unit F. Orange, CA 92867 (“Licensee”).
September 27, 2013 (Sent via Electronic Mail) Mr. Steve Saleen, Chief Executive Officer Saleen Automotive, Inc. Corona, CA 92882 Dear Mr. Saleen,Investment Banking Agreement • October 15th, 2013 • Saleen Automotive, INC. • Motor vehicles & passenger car bodies • California
This letter agreement (the “Agreement”) confirms that Saleen Automotive, Inc. and its subsidiaries (“Client”) has engaged Ascendiant Capital Markets, LLC ("Ascendiant") to act as its exclusive advisor to provide corporate finance and investment banking related advice in connection with a possible Transaction involving the Client, including, but not limited to, identifying potential third party Transaction partners acceptable to the Client (“Transaction Candidates” or “Candidates”), coordinating visits by and communication with such Transaction Candidates, performing financial analysis with respect to potential Transactions, and assisting the Client in structuring, planning and negotiating the terms of a potential Transaction (the “Engagement”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2019 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • California
This Employment Agreement is entered this 31st day of October, 2019, by and between Saleen Automotive (the “Employer”), and LAWRENCE BALINGIT, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:
CONSULTING AGREEMENTConsulting Agreement • April 9th, 2019 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies
This Consulting Agreement is made this first day of September, 2016 by and between Saleen Automotive, Inc., a Nevada corporation (“SAI”), Steve Saleen, an individual (“Saleen” and, collectively with SAI, the “Consultant”), and Jiangsu Sateen Automotive Technology Co. Ltd, a corporation registered in the People’s Republic of China (“JSAT”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2013 • W270, Inc. • Services-computer integrated systems design • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of March, 2013, by and among W270, Inc., a Nevada corporation (the “Company”), and W-Net Fund I, L.P. (the “Stockholder”).
ESCROW AGREEMENTEscrow Agreement • August 18th, 2011 • W270, Inc.
Agreement dated this 27th day of June 2011 by and between W270, Inc. (hereinafter the “Company”) located at 4221 Camino Alegre, La Mesa, California 91941 and Gary B. Wolff (hereinafter “Escrow Agent”) located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
TERMINATION AGREEMENTTermination Agreement • March 16th, 2012 • W270, Inc. • Services-computer integrated systems design
AGREEMENT dated this 11th day of January 2012, by and between W270, INC. (hereinafter “W270”), a Nevada corporation, with offices located at 4221 Camino Alegre, La Mesa, California, 91941, Wesley E. Fry, President of W270 and Gary B. Wolff, P.C., counsel to W270, with offices located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
INTERCREDITOR AGREEMENT Dated as of April 17, 2015Intercreditor Agreement • July 14th, 2015 • Saleen Automotive, Inc. • Motor vehicles & passenger car bodies • New York
● GreenTech Automotive, Inc., as the holder of the First Lien Obligations defined below (in such capacity, First Lien Claimholder)
