EXHIBIT BSolar Night Industries, Inc. • January 18th, 2007 • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 29, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2007 • Solar Night Industries, Inc. • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2006, by and among Solar Night Industries Inc., a Nevada corporation with its headquarters located at 4124 N. Broadway, St. Louis, MO 63147 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • January 18th, 2007 • Solar Night Industries, Inc. • New York
SECURITY AGREEMENT (this “Agreement”), dated as of June 29, 2006, by and among Solar Night Industries Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2007 • Solar Night Industries, Inc. • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2006, by and among Solar Night Industries Inc., a Nevada corporation, with headquarters located at 4124 N. Broadway, Saint Louis, MO 63147 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2007 • Solar Night Industries, Inc. • Missouri
This EMPLOYMENT AGREEMENT is made and entered into as of the date last written below, between SOLAR NIGHT INDSUTRIES, INC., a Delaware corporation (the “Company”), and the undersigned employee (“Employee”).
CONSULTING AGREEMENTConsulting Agreement • January 18th, 2007 • Solar Night Industries, Inc. • Missouri
THIS AGREEMENT is entered into as of the date last written below by and between Robert Shambro, an individual (“Consultant”) and SOLAR NIGHT INDUSTRIES, INC. (the “Company”). The following recitals form the basis of this Agreement and are a material part hereof.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 18th, 2007 • Solar Night Industries, Inc.
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made as of the ____day of September, 2005 between Loy Corp, L.L.C. (“Seller”) and Solar Night Industries, Inc. (“Purchaser”).
INTERMATIC CORPORATION EXCLUSIVE SALES AND DISTRIBUTION AGREEMENTExclusive Sales and Distribution Agreement • January 18th, 2007 • Solar Night Industries, Inc. • Illinois
THIS EXCLUSIVE SALES AND DISTRIBUTION AGREEMENT (the “Agreement”) is made this 16 day of March, 2006, by and between SOLAR NIGHT INDUSTRIES, INC., a Missouri corporation, with its principal place of business at 4124 N. Broadway, St. Louis, MO 63147 (hereinafter referred to as the “Company” and INTERMATIC CORPORATION, a Nevada corporation, with its principal place of business at Intermatic Plaza, Spring Grove, IL 60081 (hereinafter referred to as “Distributor”).
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • January 18th, 2007 • Solar Night Industries, Inc. • Missouri
This Agreement is entered as of September ____, 2005 between Solar Night Industries, Inc., a Delaware corporation (the "Company"), and Jason Loyet, an individual, and Loy Corp, L.L.C., a Missouri limited liability company owned solely by Jason Loyet (collectively with Jason Loyet, the "Developer").
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 18th, 2007 • Solar Night Industries, Inc. • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of June 29, 2006, by and among Solar Night Industries Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 18th, 2007 • Solar Night Industries, Inc. • Florida
THIS AGREEMENT is made May 15, 2006 between SOL INC., a Florida corporation, its successors and assigns (“Seller”) and Solar Night Industries, a Nevada corporation, its successors and assigns (“Distributor”).
EXCLUSIVE SUPPLY AND SOLE SOURCE AGREEMENTExclusive Supply and Sole Source Agreement • January 18th, 2007 • Solar Night Industries, Inc. • Missouri
This Exclusive Supply and Sole Source Agreement (the "Agreement"), is entered into as of the 12 day of November, 2006 (the "Effective Date") by and between FARMERGY, Inc. ("FARMERGY") and Solar Night Industries, Inc. ("SNI").
SHAREHOLDERS AGREEMENTShareholders Agreement • January 18th, 2007 • Solar Night Industries, Inc. • Missouri
THIS AGREEMENT is made as of the date last below written by and among FARMERGY, INC. (the “Company”), Mark Green, Steve Barr and Solar Night Industries, Inc. (collectively the “Shareholders” or individually each a “Shareholder”). The following recitals form the basis of this Agreement and are made a material part hereof:
ASSIGNMENT OF TRADEMARKAssignment of Trademark • January 18th, 2007 • Solar Night Industries, Inc.
This Assignment is made and entered into as of the date last written by and between LoyCorp., L.L.C., a Missouri limited liability company (“Assignor”), and Solar Night Industries, Inc., a Delaware corporation (“Assignee”).
ASSIGNMENT OF COPYRIGHTAssignment of Copyright • January 18th, 2007 • Solar Night Industries, Inc.
This Assignment is made and entered into as of the date last written by and between LoyCorp., L.L.C., a Missouri limited liability company (“Assignor”), and Solar Night Industries, Inc., a Delaware corporation (“Assignee”).
