EXPORT-IMPORT BANK OF THE UNITED STATES WORKING CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENTBorrower Agreement • April 2nd, 2018 • Northern Power Systems Corp. • Engines & turbines
THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the entity identified as Borrower on the signature page hereof ("Borrower") in favor of the Export- Import Bank of the United States ("Ex-Im Bank") and the institution identified as Lender on the signature page hereof ("Lender").
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Northern Power Systems Corp. • Engines & turbines • Vermont
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated October 5, 2016, effective as of two weeks from signing the Agreement (the “Effective Date”), by and between Northern Power Systems, Inc., a Delaware corporation (the “Company”) and June M. Morris (“Employee”), sets forth the terms and conditions of Employee’s employment with the Company.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 2017 • Northern Power Systems Corp. • Engines & turbines • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of October 26, 2016 (“Effective Date”), by and between: (i) WEG Electric Corp., a corporation incorporated and existing under the laws of the State of Georgia. U.S.A., with its principal office at 6655 Sugarloaf Parkway, Duluth, GA 30097, U.S.A. (“WEC”); (ii) WEG Equipamentos Eletricos S.A., a company incorporated and existing under the laws of Brazil, with its principal office at Av. Prefeito Waldemar Grubba, 3000. Jaragua do Sul, SC, 89256-900. Brazil (“WEG”), and (iii) Northern Power Systems, Inc., a company incorporated and existing under the laws of the State of Delaware, U.S.A., with its principal office at 29 Pitman Road, Barre, Vermont 05641, U.S.A. (“NPS”), WEC and WEG are referred herein collectively as the “WEG Group”, and WEG, WEC and NPS are referred to herein collcctively as the “Parties” and individually as a “Party.”
SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • February 12th, 2019 • Northern Power Systems Corp. • Engines & turbines
This Second Amended and Restated Forbearance Agreement (this “Agreement”) is entered into as of February 7, 2019 (the “Effective Date”), by and between Northern Power Systems, Inc., a Delaware corporation (“Borrower”) and Comerica Bank, a Texas banking association (“Bank”), with reference to the following facts:
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2017 • Northern Power Systems Corp. • Engines & turbines • California
This Amendment No. 2 to Amended and Restated Loan and Security Agreement (“Amendment”) is made on April 30, 2015 (“First Amendment Effective Date”) between NORTHERN POWER SYSTEMS, INC., a Delaware corporation (“Borrower”) and COMERICA BANK, a Texas banking association (“Bank”).
AMENDMENT NO. 2 TO MASTER REVOLVING NOTEMaster Revolving Note • March 31st, 2017 • Northern Power Systems Corp. • Engines & turbines
This Amendment No. 2 to Master Revolving Note (“Amendment”) dated as of September 30, 2016, is made between Northern Power Systems, Inc. a Delaware corporation (“Borrower”) and Comerica Bank, a Texas banking association (“Bank”) in order to amend the terms of the $6,000,000.00 Master Revolving Note dated June 30, 2014, made by Borrower to Bank (the “Note”).
agreement for the sale and purchase of Contracts and Assets of Northern Power Systems Inc. and Northern Power Systems Ltd.Agreement for the Sale and Purchase of Contracts and Assets • December 12th, 2018 • Northern Power Systems Corp. • Engines & turbines
A The Vendor, through its wholly owned subsidiary NPS Ltd, has until the date of this Agreement carried on certain businesses in the United Kingdom, including the business of service and maintenance of Turbines.
WIND POWER HOLDINGS, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT as of April 14, 2014Investors’ Rights Agreement • April 23rd, 2014 • Northern Power Systems Corp. • New York
This Fifth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 14th day of April, 2014, by and among WIND POWER HOLDINGS, INC., a Delaware corporation (“Wind Power”), and the investors party hereto and listed on Schedule A attached hereto, as such Schedule may be amended in accordance with Sections 3.3 and 3.4 hereof (collectively referred to herein as the “Investors” and individually as an “Investor”).
FORBEARANCE AGREEMENTForbearance Agreement • August 2nd, 2018 • Northern Power Systems Corp. • Engines & turbines
This Forbearance Agreement (this “Agreement”) is entered into as of August 2, 2018 (the “Effective Date”), by and between NORTHERN POWER SYSTEMS, INC., a Delaware corporation (“Borrower”) and COMERICA BANK, a Texas banking association (“Bank”), with reference to the following facts:
AMENDMENT NO. 3 TO MASTER REVOLVING NOTEMaster Revolving Note • April 2nd, 2018 • Northern Power Systems Corp. • Engines & turbines
This Amendment No. 3 to Master Revolving Note (“Amendment”) dated as of December 6, 2017, is made between Northern Power Systems, Inc. a Delaware corporation (“Borrower”) and Comerica Bank, a Texas banking association (“Bank”) in order to amend the terms of the $6,000,000.00 Master Revolving Note dated June 30, 2014, made by Borrower to Bank (the “Note”).
ASSET PURCHASE AGREEMENT between Northern Power Systems, Inc.; and WEG Electric Corp.; dated as of February 11, 2019 Asset Purchase AgreementAsset Purchase Agreement • February 12th, 2019 • Northern Power Systems Corp. • Engines & turbines • New York
This Asset Purchase Agreement (this “Agreement”), dated as of February 11, 2019, is entered into between Northern Power Systems, Inc., a Delaware corporation (”Seller” or “NPS”) and WEG Electric Corp., a Georgia corporation (”Buyer” or “WEG”).
ASSET PURCHASE AGREEMENT between Northern Power Systems, Inc. and ERIE RENEWABLES, INC. dated as of April 30, 2019 Asset Purchase AgreementAsset Purchase Agreement • April 30th, 2019 • Northern Power Systems Corp. • Engines & turbines • New York
This Asset Purchase Agreement (this “Agreement”), dated as of April 30, 2019, is entered into between Northern Power Systems, Inc., a Delaware corporation (”Seller” or “NPS”) and ERIE RENEWABLES, INC, a Michigan corporation (”Buyer” or “ERIE”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 13th, 2015 • Northern Power Systems Corp. • Engines & turbines • California
This Amendment No. 2 to Amended and Restated Loan and Security Agreement (“Amendment”) is made on April 30, 2015 (“First Amendment Effective Date”) between NORTHERN POWER SYSTEMS, INC., a Delaware corporation (“Borrower”) and COMERICA BANK, a Texas banking association (“Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2015 • Northern Power Systems Corp. • Engines & turbines
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 19, 2010 (the “Effective Date”) by and between Northern Power Systems, Inc., a Delaware corporation (the “Company”) and Jonathan Lynch (“Employee”), sets forth the terms and conditions of Employee’s employment with the Company.
First Amendment to the Technological Know-How Transfer Agreement for NPS 2.X by and between WEG Equipamentos Elétricos S.A. and Northern Power Systems, Inc. Jaraguá do Sul (Brazil), October 26, 2016.Technological Know-How Transfer Agreement • March 31st, 2017 • Northern Power Systems Corp. • Engines & turbines
This First Amendment to the Technological Know-How Transfer Agreement for NPS 2.X (this “Amendment”) is made and entered into this 26th day of October, 2016, by and between WEG Equipamentos Elétricos S.A., a company incorporated and existing under the laws of Brazil (“WEG”), with its principal office at Av. Prefeito Waldemar Grubba, 3000, Jaragua do Sul, SC, 89256-900, Brazil, and Northern Power Systems, Inc., a company incorporated and existing under the laws of the State of Delaware, U.S.A. (“NPS”), with its principal office at 29 Pitman Road, Barre, Vermont 05641 U.S.A. WEG and NPS are referred to herein collectively as the “Parties” and individually as a “Party”.
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2018 • Northern Power Systems Corp. • Engines & turbines • California
This Amendment No. 4 to Amended and Restated Loan and Security Agreement (“Amendment”) is made on December 6, 2017 (“Third Amendment Effective Date”) between Northern Power Systems, Inc., a Delaware corporation (“Borrower”) and Comerica Bank, a Texas banking association (“Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2014 • Northern Power Systems Corp. • Engines & turbines • Vermont
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 2, 2010, to be effective as of September 7, 2010 (the “Effective Date”) by and between Northern Power Systems, Inc., a Delaware corporation (the “Company”) and Elliot J. Mark (“Employee”), sets forth the terms and conditions of Employee’s employment with the Company.
NORTHERN POWER SYSTEMS CORP. SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT AUGUST 2, 2018 NORTHERN POWER SYSTEMS CORP. SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENTSubordinated Convertible Note Purchase Agreement • August 2nd, 2018 • Northern Power Systems Corp. • Engines & turbines • Delaware
This Subordinated Convertible Note Purchase Agreement (this “Agreement”) is made as of August 2, 2018 by and between Northern Power Systems Corp., a British Columbia corporation (the “Company”) and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
December __, 2017Export Revolving Loan Agreement • April 2nd, 2018 • Northern Power Systems Corp. • Engines & turbines
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2014 • Northern Power Systems Corp. • Engines & turbines • California
This Amendment No. 1 to Amended and Restated Loan and Security Agreement (“Amendment”) is made on June 30, 2014 (“First Amendment Effective Date”) between NORTHERN POWER SYSTEMS, INC., a Delaware corporation (“Borrower”) and COMERICA BANK, a Texas banking association (“Bank”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 11th, 2014 • Northern Power Systems Corp. • Engines & turbines • California
This Amended and Restated Loan and Security Agreement (this “Agreement”) is entered into as of December 31, 2013, by and between COMERICA BANK (“Bank”) and NORTHERN POWER SYSTEMS, INC., a Delaware corporation (“Borrower”).
August 7, 2018 Via Email Ciel R. Caldwell Boston, MA 02210 Re: Employment MattersEmployment Agreement • August 7th, 2018 • Northern Power Systems Corp. • Engines & turbines • Massachusetts
This employment letter agreement (” Letter Agreement”) by and between Northern Power Systems, Inc. (“NPS”) and Ciel R. Caldwell (“Employee”) is intended to supersede and replace in all respects that certain Employment Agreement dated January 31, 2013 by and between NPS and Employee (“2013 Agreement”) and NPS and Employee hereby agree as of the date hereof to the following employment matters, subject to the terms, conditions and restriction herein:
ESCROW AGREEMENTEscrow Agreement • April 23rd, 2014 • Northern Power Systems Corp. • Ontario
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the closing of the qualifying transaction between the Issuer and Wind Power Holdings, Inc. (the “QT”). The Issuer is an “established issuer” (as defined in the Policy).
LEASE AGREEMENTLease Agreement • June 23rd, 2017 • Northern Power Systems Corp. • Engines & turbines • Vermont
This Lease Agreement (the “Lease”) is by and between MALONE 29 PITMAN ROAD PROPERTIES, LLC, a Vermont limited liability company with a place of business in Montpelier, Vermont (the “Landlord”) and NORTHERN POWER SYSTEMS, INC., a Delaware corporation with a place of business in Barre, Vermont (the “Tenant”).
LEASE AGREEMENT between MALONE 29 PITMAN ROAD PROPERTIES, LLC (“Landlord”) and NORTHERN POWER SYSTEMS, INC. (“Tenant”) Dated as of June 19, 2014Lease Agreement • August 14th, 2014 • Northern Power Systems Corp. • Engines & turbines • Vermont
This Lease Agreement (the “Lease”) is by and between MALONE PROPERTIES, INC., a Vermont corporation with a place of business in Montpelier, Vermont (the “Landlord”) and NORTHERN POWER SYSTEMS, INC., a Delaware corporation with a place of business in Barre, Vermont (the “Tenant”).
