SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2013 • Solar Wind Energy Tower, Inc. • Gold and silver ores • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 16, 2013, by and between SOLAR WIND ENERGY TOWER, INC. (f/k/a Clean Wind Energy Tower, Inc.), a Nevada corporation, with headquarters located at 1997 Annapolis Exchange Parkway, Annapolis, MD 21401 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of November 27, 2012 (the “Execution Date”), is entered into by and between Clean Wind Energy Tower, Inc., a Nevada corporation with its principal executive office at 1997 Annapolis Exchange Parkway, Suite 300, Annapolis, MD 21401 (the “Company”), and Deer Valley Management, LLC, a Delaware limited liability company (the “Investor”), with its principal executive officers at 245 Main Street, Suite 302, White Plains, NY 10601.
INVESTMENT AGREEMENTInvestment Agreement • November 30th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores • Delaware
This INVESTMENT AGREEMENT (the “Agreement”), dated as of November 27, 2012 (the “Execution Date”), is entered into by and between Clean Wind Energy Tower, Inc., a Nevada corporation with its principal executive office at 1997 Annapolis Exchange Parkway, Suite 300, Annapolis, MD 21401 (the “Company”), and Deer Valley Management, LLC, a Delaware limited liability company (the “Investor”), with its principal executive officers at 245 Main Street, Suite 302, White Plains, NY 10601.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2013 • Solar Wind Energy Tower, Inc. • Gold and silver ores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 11, 2013, is between BEAUFORT VENTURES PLC, a Nevada corporation (the “Investor”), and SOLAR WIND ENERGY TOWER, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • August 27th, 2014 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Nevada
THIS PURCHASE AGREEMENT, dated as of October____, 2013, is entered into by and among Solar Wind Energy Tower, Inc., a Nevada corporation (the “Company”), and JDF Capital Inc. (the “Purchaser”).
ContractCommon Stock Purchase Warrant • June 13th, 2014 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
COMMITTED EQUITY FACILITY AGREEMENTCommitted Equity Facility Agreement • September 4th, 2013 • Solar Wind Energy Tower, Inc. • Gold and silver ores • New York
COMMITTED EQUITY FACILITY AGREEMENT (this “Agreement”), dated as of August 6, 2013, by and among Solar Wind Energy Tower, Inc., a Nevada corporation, with headquarters located at 1997 Annapolis Exchange Blvd., Suite 300, Annapolis, MD, 21401 (the “Company”), and the purchaser set forth on the signature pages hereto (the “Investor”).
CLEAN WIND ENERGY, INC. DIRECTOR AND EXECUTIVE EMPLOYMENT AGREEMENTDirector and Executive Employment Agreement • December 30th, 2010 • Superior Silver Mines Inc • Gold and silver ores
This Employment Agreement (this “Agreement”), is made as of the 22nd day of September 2010, by and between Clean Wind Energy, Inc., a Delaware corporation (the “Company”), and Stephen Sadle (“Executive”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 14th, 2013 • Solar Wind Energy Tower, Inc. • Gold and silver ores • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of June 11, 2013, made by and among Solar Wind Energy Tower, Inc. (the “Company”) and Ronald W. Pickett holder of a convertible debenture issued on December 31, 2012 by the Company (the “Pledgor” and, collectively, the “Pledgors”) in favor of Sichenzia Ross Friedman Ference LLP (the “Agent”) and each of the holders of the Company’s Original Issue Discount Secured Promissory Notes due, unless demanded earlier pursuant to the terms therein, October 3, 2013 (collectively, the “Pledgees”).
EXCHANGE AGREEMENTExchange Agreement • August 20th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores
This Exchange Agreement (this “Agreement”) is entered into and effective as of July 16, 2012 (the “Effective Date”) by and between Clean Wind Energy Tower, Inc. , a Nevada corporation (the “Company”), and UAIM Corporation, a corporation who is a Belize resident (the “Holder”).
ContractWarrant Agreement • May 24th, 2013 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Illinois
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 SOLAR WIND ENERGY TOWER INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2013 • Clean Wind Energy Tower, Inc. • Gold and silver ores • Maryland
SECURITIES PURCHASE AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Clean Wind Energy Tower, Inc. (the “Company”), and the undersigned (the “Subscriber”).
CLEAN WIND ENERGY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 30th, 2010 • Superior Silver Mines Inc • Gold and silver ores
This Executive Employment Agreement (this “Agreement”), is made as of the 22nd day of September, 2010, by and between Clean Wind Energy, Inc., a Delaware corporation (the “Company”), and John W. Hanback (“Executive”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2011 • Clean Wind Energy Tower, Inc. • Gold and silver ores • Delaware
This Indemnification Agreement (“Agreement”) is made as of this 30 day of March, 2011, by and between Clean Wind Energy Tower, Inc., a Nevada corporation (the “Company”), and [ ] (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 26th, 2011 • Clean Wind Energy Tower, Inc. • Gold and silver ores • Nevada
This Subscription Agreement (this "Agreement") is made and entered into by and between Clean Wind Energy Tower, Inc., a Nevada corporation (the "Company"), and the undersigned purchaser who has agreed to purchase shares of common stock (the "Shares"), in connection in a private placement under Section 4(2) of the Securities Act of 1933 (the "Securities Act").
EXCHANGE AGREEMENTExchange Agreement • June 4th, 2015 • Solar Wind Energy Tower, Inc. • Gold and silver ores • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this [_] day of June, 2015, by and among Solar Wind Energy Tower, Inc., a Nevada corporation (the “Company”), and ________________ (the “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2013 • Solar Wind Energy Tower, Inc. • Gold and silver ores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 6, 2013, is between BEAUFORT VENTURES PLC, a Nevada corporation (the “Investor”), and SOLAR WIND ENERGY TOWER, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
CLEAN WIND ENERGY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 30th, 2010 • Superior Silver Mines Inc • Gold and silver ores
This Executive Employment Agreement (this “Agreement”), is made as of the 22nd day of September, 2010, by and between Clean Wind Energy, Inc., a Delaware corporation (the “Company”), and Ownkar Persaud (“Executive”).
OPTION AGREEMENTOption Agreement • September 17th, 2014 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Arizona
This Option Agreement to Purchase Real Property ("Agreement") is made and entered by and between Ting Ming Henry Ng, a single man, and Von Verde Development, LLC, an Arizona limited liability company (collectively the "Owners") and Solar Wind Energy Tower, Inc., a Nevada corporation ("Solar Wind").
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • January 17th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores • Virginia
This Settlement and Release Agreement (“Agreement”) is entered as of the latest date indicated on the signature page hereto (the “Effective Date”), by and between Clean Wind Energy Tower, Inc. and Clean Wind Energy, Inc. (collectively “CWE”), on one hand, and John W. Hanback (“Hanback”), Christopher W. Johnson (“Johnson”) and Itzhak Tepper (“Tepper”), on the other hand. CWE, Hanback, Johnson and Tepper (the “Parties” and each a “Party”), intending to be legally bound, covenant, agree and represent as follows:
ContractConvertible Note Agreement • March 7th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores • New York
NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE OR SHARES OF STOCK ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SUCH ACT UNLESS SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.
Members NASD, SIPC Investment Bankers / Brokers tcoffin@sourcegrp.comFinancial Advisory Agreement • December 30th, 2010 • Superior Silver Mines Inc • Gold and silver ores
The purpose of this letter is to confirm the understanding and agreement (the “Agreement”) between Source Capital Group, Inc., (“SCG”) and Clean Wind Energy Inc. (or the “Company”) and its affiliates, regarding the retention of SCG by the Company, as its exclusive financial advisor for the purposes set forth herein.
PURCHASE AGREEMENTPurchase Agreement • June 13th, 2014 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Nevada
THIS PURCHASE AGREEMENT, dated as of June 3, 2014, is entered into by and among Solar Wind Energy Tower, Inc., a Nevada corporation (the "Company"), and JDF Capital Inc. (the "Purchaser").
Securities Purchase AgreementSecurities Purchase Agreement • May 24th, 2013 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Illinois
This Securities Purchase Agreement, dated as of May 13, 2013 (this “Agreement”), is entered into by and between Solar Wind Energy Tower Inc., a Nevada corporation (the “Company”), and Typenex Co-Investment, LLC, an Illinois limited liability company, its successors and/or assigns (“Buyer”).
The Securities Covered By This Agreement Have Not Been Registered For Offer or Sale Under The Securities Act Of 1933, As Amended, Or Any State securities laws. They May Not Be Sold Or Offered For Sale Except Pursuant To An Effective Registration...Note Purchase Agreement • March 7th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of February 29, 2012, made by and between Clean Wind Energy Tower, Inc., a Nevada corporation (the “Company”), and Hanover Holdings I, LLC a New York limited liability company (the “Purchaser” and together with the Company, the “Parties”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 7th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores
THIS PLEDGE AND SECURITY AGREEMENT, dated as of February 29, 2012 (this “Agreement”), made by and between Clean Wind Energy Tower, Inc. a Nevada Corporation (the “Company”), and Mr. A. Hugo Decesaris, (the “Pledgor”), in favor of Hanover Holdings I, LLC, a New York limited liability company (the “Pledgee”). Except as otherwise defined herein, terms used herein and defined in the Note Purchase Agreement shall be used herein as therein defined.
ContractBuyer Note • May 24th, 2013 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Illinois
THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • September 15th, 2014 • Solar Wind Energy Tower, Inc. • Gold and silver ores
This Settlement Agreement and Mutual Release (this “Agreement”) is made and entered into as of the 5th day of September, 2014 (the “Effective Date”), by and between Hanover Holdings I, LLC, a New York limited liability company (“Plaintiff”) on the one hand and Solar Wind Energy Tower, Inc. f/k/a Clean Wind Energy Tower, Inc., a Nevada corporation (“Defendant”) on the other hand (Plaintiff and Defendant are collectively referred to as the “Parties” and each separately is referred to as a “Party”).
WARRANT AGREEMENTWarrant Agreement • January 17th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores • California
This WARRANT AGREEMENT, is entered into by and between Clean Wind Energy Tower, Inc., a Nevada Corporation (herein referred to as the “Company”) with a business address of 1997 Annapolis Exchange Parkway, Suite 300, Annapolis, Maryland 21401, and Paradigm Concepts, Inc., a California Corporation, with a business address of 2173 Salk Avenue, Suite 250, Carlsbad, CA 92009 (herein referred to as the “Warrant Holder”). Both the Company and the Warrant Holder may be jointly referred to hereafter as the “Parties.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 30th, 2010 • Superior Silver Mines Inc • Gold and silver ores • Florida
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 29, 2010 (the “Agreement”), by and among Superior Silver Mines, Inc., a Nevada corporation (“Acquiror”), Superior Silver Mines Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“MergerCo”), and Clean Wind Energy, Inc., a Delaware corporation (the “Company”)
COMMERCIAL DEED OF LEASE DEED OF LEASECommercial Lease Agreement • December 30th, 2010 • Superior Silver Mines Inc • Gold and silver ores • Virginia
THIS DEED OF LEASE (“Lease”) is made as of the 1st day of December, 2010, by and between CKP ONE, LLC a Virginia limited liability company, with the address of 410 Rosedale Court, Suite 200, Warrenton, Virginia 20186 (“Landlord”), and Clean Wind Energy, Inc. a Delaware Corporation, with the address of 1997 Annapolis Exchange Boulevard, Suite 300, Annapolis, Maryland 21401(“Tenant”).
DEVELOPMENT AND PROTECTED DEVELOPMENT RIGHTS AGREEMENTDevelopment and Protected Development Rights Agreement • September 17th, 2014 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Arizona
THIS DEVELOPMENT AND PROTECTED DEVELOPMENT RIGHTS AGREEMENT (the "Agreement") is entered into this 23rd day of April, 2014, by and between Solar Wind Energy Tower, Inc., a Nevada corporation, (the "Developer") and the City of San Luis, an Arizona municipal corporation (the "City"). This Agreement is entered into pursuant to City Resolution Number 1053.
EXCHANGE AGREEMENTExchange Agreement • August 20th, 2012 • Clean Wind Energy Tower, Inc. • Gold and silver ores • New York
This Exchange Agreement (this “Agreement”) is entered into and effective as of July 16, 2012, (the “Effective Date”) by and between Clean Wind Energy Tower, Inc., a Nevada corporation (the “Company”), and collectively, A. Hugo DeCesaris of Maryland, Thomas S. Fowler Jr. of Maryland, and Norma H. Akel of North Carolina individuals. (the “Holder”).
AMENDMENT TO PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTEPurchase Agreement and Convertible Promissory Note • September 29th, 2014 • Solar Wind Energy Tower, Inc. • Gold and silver ores • Nevada
This Amendment (this "Amendment") is executed as of September 26, 2014, by SOLAR WIND ENERGY TOWER, INC., a Nevada corporation (the “Borrower”); and JDF CAPITAL INC., or its assigns (the “Holder”) to amend the Purchase Agreement (the “Purchase Agreement”) and that certain Convertible Promissory Note dated June 3, 2014 among those parties (the "Note").
