0001096906-07-000133 Sample Contracts

AGREEMENT OF MERGER OF SOLAR POWER, INC. AND DALE RENEWABLES CONSULTING, INC.
Agreement of Merger • January 17th, 2007 • Solar Power, Inc. • Non-operating establishments

This Agreement of Merger, dated as of the15th day of November, 2006 (this “Merger Agreement”), is entered into by and among Solar Power, Inc., a California corporation (“SPI”), Dale Renewables Consulting, Inc., a California corporation (the “Company”), and James M. Underwood, Ronald H. Stickney and Todd Lindstrom (the “Selling Shareholders”).

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AGREEMENT OF MERGER
Agreement of Merger • January 17th, 2007 • Solar Power, Inc. • Non-operating establishments

This Agreement of Merger dated as of the 29th day of December 2006 (“Merger Agreement”), by and among Solar Power, Inc., a California corporation (“Company”), Solar Power, Inc., a Nevada corporation (“SPI-Nevada”) and Welund Acquisition Corp., a Nevada corporation and wholly owned subsidiary of SPI-Nevada (the “Merger Sub”).

SOLAR POWER, INC.
Restricted Stock Award Agreement • January 17th, 2007 • Solar Power, Inc. • Non-operating establishments • California

This Award grant is subject to all of the Terms and Conditions attached hereto and incorporated herein by reference. The capitalized terms used in this Award will have the same meanings as set forth in the Plan. A Summary of the Plan and a copy of the Plan is provided herewith.

RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • January 17th, 2007 • Solar Power, Inc. • Non-operating establishments • California

RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) dated November 15, 2006 (the “Effective Date”), by and among Solar Power, Inc., a California corporation (the “Acquiror”), Todd Lindstrom, James M. Underwood and Ronald H. Stickney, each an individual (all collectively, the “Selling Shareholders”). Capitalized terms not specifically described herein shall have the meaning ascribed to them in the Agreement of Merger (as defined below).

ASSIGNMENT AND INTERIM OPERATING AGREEMENT BY AND AMONG SOLAR POWER, INC., DALE STICKNEY CONSTRUCTION, INC. AND DALE RENEWABLE CONSULTING, INC.
Assignment and Interim Operating Agreement • January 17th, 2007 • Solar Power, Inc. • Non-operating establishments • California

This Assignment and Interim Operating Agreement (this "Agreement") is entered into as of August 20, 2006 (the "Effective Date"), by and among Solar Power, Inc., a California corporation (“SPI”); Dale Stickney Construction, Inc. a California corporation ("DSCI"); and Dale Renewable Consulting, Inc., a California corporation (“DRCI"). SPI, DSCI, and DRCI are referred to individually herein as a "Party" and collectively herein as the “Parties.”

SOLAR POWER, INC.
Nonqualified Stock Option Agreement • January 17th, 2007 • Solar Power, Inc. • Non-operating establishments • California

This Option grant is subject to all of the Terms and Conditions attached hereto and incorporated herein by reference. The capitalized terms used in this Option will have the same meanings as set forth in the Plan. A Summary of the Plan and a copy of the Plan is provided herewith.

AGREEMENT AND PLAN OF MERGER by and between SOLAR POWER, INC., and DALE RENEWABLE CONSULTING, INC. Dated as of August 20, 2006
Agreement and Plan of Merger • January 17th, 2007 • Solar Power, Inc. • Non-operating establishments • California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 20, 2006 (“Effective Date”) by and among Solar Power, Inc., a California corporation (“Acquiror”), Dale Renewable Consulting, Inc., a California corporation (the “Company”) and the Company’s stockholders as listed on Schedule 1, attached hereto (“Selling Shareholders”).

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