Pineapple Energy Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 29th, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2021, between Communications Systems, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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Communications Systems, Inc. WARRANT TO PURCHASE COMMON STOCK
Communications Systems Inc • June 29th, 2021 • Telephone & telegraph apparatus • New York

Communications Systems, Inc., a Minnesota corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, the Warrant Shares (as defined below). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 12. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued in connection with the transactions contemplated by that certain Securities Purchase Agreement

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 5th, 2024 • Pineapple Energy Inc. • Telephone & telegraph apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 2024, between Pineapple Energy, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 29th, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of June 28, 2021 by and among Communications Systems, Inc., a Minnesota corporation (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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PINEAPPLE ENERGY INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 9th, 2022 • Pineapple Energy Inc. • Telephone & telegraph apparatus • Minnesota

This CHANGE IN CONTROL Agreement is entered into effective as of the 5th day of December, 2022 (the “Effective Date”) by and between PINEAPPLE ENERGY INC., a Minnesota corporation (the “Company”), and Kyle Udseth (the “Executive”).

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CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • March 29th, 2022 • Pineapple Holdings, Inc. • Telephone & telegraph apparatus • Minnesota

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of March 25, 2022 (this “Agreement”), by and among COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (the “Parent”), Equiniti Trust Company, as Rights Agent (the “Rights Agent”), and Richard A. Primuth, in his capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 9th, 2022 • Pineapple Energy Inc. • Telephone & telegraph apparatus • Minnesota

This Employment Agreement (“Agreement”) is effective as of the 5th day of December, 2022 (“Effective Date”), by and between Pineapple Energy Inc., a Minnesota corporation (the “Company”) and Eric Ingvaldson (the “Employee”).

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SECURITIES PURCHASE AGREEMENT by and between LANTRONIX, INC., as Purchaser, and COMMUNICATIONS SYSTEMS, INC., as Seller April 28, 2021
Securities Purchase Agreement • April 29th, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of April 28, 2021, by and between LANTRONIX, INC., a Delaware corporation (“Purchaser”), and COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (“Seller”).

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SECURED CREDIT AGREEMENT
Secured Credit Agreement • July 26th, 2024 • Pineapple Energy Inc. • Telephone & telegraph apparatus • New York

This Secured Credit Agreement (this “Agreement”) is made on July 22, 2024 (“Effective Date”) between Pineapple Energy, Inc., a Minnesota corporation having an office located at 10900 Red Circle Drive, Minnetonka, Minnesota 55343 (“Borrower”) and MBB Energy, LLC, a New York limited liability company having an office located at 171 Remington Boulevard, Ronkonkoma, New York 11779 ( “Lender”).

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SECURITY AGREEMENT
Security Agreement • July 26th, 2024 • Pineapple Energy Inc. • Telephone & telegraph apparatus • New York

This Security Agreement (this “Agreement”) is made on July 22, 2024 (“Effective Date”) by PINEAPPLE ENERGY, INC., a Minnesota corporation having an office located at 10900 Red Circle Drive, Minnetonka, Minnesota 55343 (“Debtor”) in favor of CONDUIT CONDUIT CAPITAL U.S. HOLDINGS LLC, a Delaware limited liability company having an office located at 1451 Fort Cassin Road, Ferrisburg, Vermont 05456 (“Secured Party”).

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AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • August 18th, 2016 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is entered into as of August 12, 2016, by and among Communications Systems, Inc., a Minnesota corporation (“Communications Systems”), JDL Technologies, Incorporated, a Minnesota corporation (“JDL”), Transition Networks, Inc., a Minnesota corporation (“Transition Networks”), and Suttle, Inc., a Minnesota corporation (“Suttle”, together with Communications Systems, JDL and Transition Networks, “Grantors” and each a “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”).

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PINEAPPLE ENERGY LLC SUBSCRIPTION AGREEMENT
Subscription Agreement • January 26th, 2022 • Communications Systems Inc • Telephone & telegraph apparatus • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of December 16, 2021 by and between Pineapple Energy LLC, a Delaware limited liability company (the “Company”), and Lake Street Solar LLC, a Delaware limited liability company (“Subscriber”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota

This Employment Agreement (“Agreement”) is effective as of the 1st day of December 2020 (“Effective Date”), by and between Communications Systems, Inc., a Minnesota corporation (the “Company”) and Anita Kumar (the “Employee”).

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AMENDMENT AND JOINDER TO SUBORDINATION AGREEMENT
Subordination Agreement • July 26th, 2024 • Pineapple Energy Inc. • Telephone & telegraph apparatus

THIS AMENDMENT AND JOINDER TO SUBORDINATION AGREEMENT (this “Amendment”) is made as of July [22], 2024, among Pineapple Energy Inc. (f/k/a Pineapple Holdings, Inc.), a Minnesota corporation (“Debtor”), Decathlon Growth Credit, LLC, a Delaware limited liability company (the “Senior Creditor”), Hercules Capital, Inc. (the “Subordinating Creditor”), and MBB Energy, LLC and Conduit Capital U.S. Holdings LLC(each, “Third Position Creditor” and a collectively, the “Third Position Creditors”).

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Voting Agreement
Voting Agreement • March 3rd, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota

VOTING AGREEMENT, dated as of March 1, 2021 (this “Agreement”), by and among Pineapple Energy LLC, a Delaware limited liability company (“Pineapple”), Communications Systems, Inc., a Minnesota corporation (“Parent”), and the undersigned holders (the “Shareholders” and each, a “Shareholder”) of capital stock of Parent. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as hereinafter defined).

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SECURITY AGREEMENT: SECURITIES ACCOUNT
Security Agreement • September 3rd, 2020 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota

This Agreement amends and restates in its entirety, and is given as a replacement for, and not in satisfaction of or as a novation with respect to, that certain Amended and Restated Security Agreement dated as of August 12, 2016 among Debtor, JDL Technologies, Incorporated, Suttle, Inc., Transition Networks, Inc. and Bank (as amended to date, the “Original Security Agreement”). It is the intent of the parties hereto that the security interests and liens granted in any collateral under and pursuant to the Original Security Agreement shall continue in full force and effect to the extent set forth herein.

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COMMUNICATIONS SYSTEMS, INC. and WELLS FARGO BANK, N.A. Rights Agent RIGHTS AGREEMENT Dated as of December 23, 2009
Rights Agreement • December 30th, 2009 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota

RIGHTS AGREEMENT, dated as of December 23, 2009 (the “Agreement”), between Communications Systems, Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank, N.A., a Minnesota corporation (the “Rights Agent”).

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consent and amendment to LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 26th, 2022 • Communications Systems Inc • Telephone & telegraph apparatus • California

THIS CONSENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and dated as of December 16, 2021 and is entered into by and between PINEAPPLE ENERGY LLC, a Delaware limited liability company, for itself and on behalf of any Subsidiary (collectively, “Borrower”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as Lender (“Lender”) and as administrative agent and collateral agent for itself and the Lender (in such capacity, “Agent”).

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WORKING CAPITAL LOAN AND SECURITY AGREEMENT
Working Capital Loan and Security Agreement • November 12th, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • California

THIS WORKING CAPITAL LOAN AND SECURITY AGREEMENT is made and dated as of January 8, 2021 and is entered into by and between PINEAPPLE ENERGY LLC, a Delaware limited liability company, for itself and on behalf of any Subsidiary (collectively, “Borrower”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent (in such capacity, the “Agent”) for itself and the Lenders set forth on Schedule 1.1 attached hereto (the “Lenders”).

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WORKING CAPITAL LOAN AND SECURITY AGREEMENT
Joinder Agreement • January 26th, 2022 • Communications Systems Inc • Telephone & telegraph apparatus • California

THIS FIRST AMENDMENT TO WORKING CAPITAL LOAN AND SECURITY AGREEMENT (the “Amendment”) is entered into and made effective as of December 16, 2021 (the “Effective Date”) by and between PINEAPPLE ENERGY LLC, a Delaware limited liability company, for itself and on behalf of any Subsidiary (collectively, “Borrower”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent (in such capacity, the “Agent”) for itself and the Lenders set forth on Schedule 1.1 attached to the Loan Agreement (the “Lenders”).

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THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING NOTE
Credit Agreement • November 6th, 2014 • Communications Systems Inc • Telephone & telegraph apparatus

This Third Amendment to Credit Agreement and First Amendment to Amended and Restated Revolving Note (this “Amendment”), dated as of October 31, 2014, is entered into by and between COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (“Communications Systems”), JDL TECHNOLOGIES, INCORPORATED, a Minnesota corporation (“JDL”), TRANSITION NETWORKS, INC., a Minnesota corporation (“Transition Networks”, together with Communications Systems and JDL, “Borrowers” and each a “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 12th, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • Delaware

This Agreement (this “Agreement”) is entered into on March 1, 2021, by and among (i) Hawaii Energy Connection, LLC, a Hawaii limited liability company, and E-Gear, LLC, a Hawaii limited liability company (each a “Seller” and together, the “Company”), (ii) Steven P. Godmere, a resident of the State of Hawaii, as representative for the Sellers (the “Seller Representative”), and (iii) Pineapple Energy LLC, a Delaware limited liability company (“Buyer”). Buyer, the Sellers and the Seller Representative are referred to collectively hereinafter as the “Parties.”

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REVOLVING LINE OF CREDIT NOTE
Communications Systems Inc • November 10th, 2011 • Telephone & telegraph apparatus • Minnesota

FOR VALUE RECEIVED, the undersigned COMMUNICATIONS Systems, Inc., a Minnesota corporation (“Communications Systems”), JDL TECHNOLOGIES, INCORPORATED, a Minnesota corporation (“JDL”), TRANSITION NETWORKS, INC., a Minnesota corporation (“Transition Networks”; together with Communications Systems and JDL, “Borrowers” and each a “Borrower”), promises to pay on November 1, 2013 (the “Maturity Date”) to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 7900 Xerxes Avenue S., Suite 2300, Bloomington, MN 55431, Minnesota, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of TEN MILLION Dollars ($10,000,000), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2020 • Communications Systems Inc • Telephone & telegraph apparatus

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated October 29 , 2020, is entered into by and between COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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AGREEMENt and plan of merger dated as of March 1, 2021
Agreement and Plan of Merger • March 3rd, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota
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FIFTH AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING NOTE AND WAIVER OF EVENTS OF DEFAULT
Credit Agreement • August 7th, 2015 • Communications Systems Inc • Telephone & telegraph apparatus

This Fifth Amendment to Credit Agreement, First Amendment to Amended and Restated Revolving Note and Waiver of Event of Default (this “Amendment”), dated as of August 7, 2015, is entered into by and between COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (“Communications Systems”), JDL TECHNOLOGIES, INCORPORATED, a Minnesota corporation (“JDL”), TRANSITION NETWORKS, INC., a Minnesota corporation (“Transition Networks”), and SUTTLE, INC., a Minnesota corporation (“Suttle”; together with Communications Systems, JDL and Transition Networks, “Borrowers” and each a “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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GUARANTY
Communications Systems Inc • August 18th, 2016 • Telephone & telegraph apparatus • Minnesota
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CONSENT AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 6th, 2023 • Pineapple Energy Inc. • Telephone & telegraph apparatus • California

THIS CONSENT AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and dated as of May 31, 2023 and is entered into by and among PINEAPPLE ENERGY LLC (“PE LLC”), a Delaware limited liability company, for itself and on behalf of any Subsidiary, and each other Person that has delivered a Joinder Agreement pursuant to Section 7.12 or otherwise from time to time party hereto (together with PE LLC, individually or collectively, as the context may require “Borrower”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as Lender (“Lender”) and as administrative agent and collateral agent for itself and the Lender (in such capacity, “Agent”).

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AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 26th, 2022 • Communications Systems Inc • Telephone & telegraph apparatus • Delaware

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 16, 2021 by and among (i) Hawaii Energy Connection, LLC, a Hawaii limited liability company, and E-Gear, LLC, a Hawaii limited liability company (each a “Seller” and together, the “Company”), (ii) Steven P. Godmere, a resident of the State of Hawaii, as representative for the Sellers (the “Seller Representative”), and (iii) Pineapple Energy LLC, a Delaware limited liability company (“Buyer”).

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CREDIT AGREEMENT
Credit Agreement • September 3rd, 2020 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota

THIS CREDIT AGREEMENT (this “Agreement”) dated August 28, 2020, is by and between COMMUNICATIONS SYSTEMS, INC., a Minnesota corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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FIRST AMENDMENT OF THE COMMUNICATIONS SYSTEMS, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
Employee Stock Ownership Plan And • March 15th, 2012 • Communications Systems Inc • Telephone & telegraph apparatus

THIS AGREEMENT, amending the Communications Systems, Inc. Employee Stock Ownership Plan and Trust, is adopted by Communications Systems, Inc., a Minnesota corporation, (the “Employer”), and Curtis A. Sampson, William G. Schultz and David T. McGraw (collectively, the “Trustee”).

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EMPLOYMENT AGREEMENT (Kyle Udseth)
Employment Agreement • November 12th, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • Missouri

This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 10, 2021 (the “Effective Date”), by and between Pineapple Energy LLC, a Delaware limited liability company (the “Company”), and Kyle Udseth (the “Employee”), an individual and resident of the state of Minnesota (the Company and the Employee each a “Party” and together the “Parties”).

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TERMINATION OF REAL ESTATE PURCHASE AGREEMENT
Termination of Real Estate Purchase Agreement • August 4th, 2020 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota

THIS TERMINATION OF REAL ESTATE PURCHASE AGREEMENT (“Termination”) is made and entered into as of this 30th day of July, 2020, by and between Transition Networks, Inc., a Minnesota corporation (“Seller”), and Launch Properties, LLC, a Minnesota limited liability company (“Buyer”).

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SEPARATION AND SEVERANCE AGREEMENT
Separation and Severance Agreement • August 2nd, 2021 • Communications Systems Inc • Telephone & telegraph apparatus • Minnesota

THIS SEPARATION AND SEVERANCE AGREEMENT by and between Communications Systems, Inc., a Minnesota corporation (the “Company”), and Anita Kumar (the “Executive”) is entered into and effective as of this 1st day of August, 2021 (the “Effective Date”).

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CONSENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 26th, 2024 • Pineapple Energy Inc. • Telephone & telegraph apparatus • California

THIS CONSENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and dated as of July 22, 2024 (the “Third Amendment Date”) and is entered into by and among PINEAPPLE ENERGY LLC (“PE LLC”), a Delaware limited liability company, for itself and on behalf of any Subsidiary, PINEAPPLE ENERGY INC. (PE Inc.”), a Minnesota corporation, for itself and on behalf of any Subsidiary, and each other Person that has delivered a Joinder Agreement pursuant to Section 7.12 or otherwise from time to time party hereto (together with PE LLC and PE Inc., individually or collectively, as the context may require “Borrower”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as Lender (“Lender”) and as administrative agent and collateral agent for itself and the Lender (in such capacity, “Agent”).

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