REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 9, 2008, between Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), Genesis Capital Advisors, LLC, a Nevada limited liability company, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 10, 2008, between Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES A COMMON STOCK PURCHASE WARRANT PREMIER POWER RENEWABLE ENERGY, INC.Security Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local)
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vision Opportunity Master Fund, Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the four year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), up to 1,750,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Re: Securities Purchase Agreement, dated as of September 9, 2008 (the “Purchase Agreement”), between Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and,...Lock-Up Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • New York
Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the earlier of (a) the 12 month anniversary of the Effective Date and (b) the date that (i) the Company’s Common Stock has a closing bid price of $4.00 or more for 20 consecutive Trading Days and an average daily trading volume during such same period of at least 100,000 shares (such price and volume adjusted for any stock splits and similar adjustments effected after the Closing Date) or (ii) the Common Stock is listed on any tier of the Nasdaq Stock Market (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into an
PREMIER MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • California
This exclusive agreement (the “Agreement”), dated as of November 13, 2007, will confirm the arrangement under which Genesis Capital Advisors, LLC (“Genesis”) has been engaged by Premier Power. (“Premier”), to assist the Premier in connection with a business opportunities involving Premier Power and their ownership of one or more entities including but not limited to Premier Power Renewable energy Inc. as set forth below in connection with the day to day business, future planning and growth strategy (Services as defined below).
SHARE EXCHANGE AGREEMENT by and among Premier Power Renewable Energy, Inc., a California corporation (“Premier Power”), and, for certain limited purposes, the Undersigned Stockholders of Premier Power, on the one hand; and Premier Power Renewable...Share Exchange Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • Delaware
This Share Exchange Agreement, dated as of September 9, 2008 (this “Agreement”), is made and entered into by and among Premier Power Renewable Energy, Inc., a California corporation (“Premier Power”), and for certain limited purposes, the stockholders of Premier Power listed on attached Annex I (each such stockholder, a “Premier Power Owner,” and collectively, the “Premier Power Owners”), on the one hand; and Premier Power Renewable Energy, Inc. (formerly known as Harry’s Trucking, Inc.), a Delaware corporation (“Pubco”), and, for certain limited purposes, the majority stockholder of Pubco listed on attached Annex II (“Pubco Stockholder”), on the other hand.
ENGAGEMENT AGREEMENTEngagement Agreement • September 11th, 2008 • Premier Power Renewable Energy, Inc. • Trucking (no local) • California
This exclusive agreement (the “Agreement”), dated as of November 13, 2007, will confirm the arrangement under which GT Securities, Inc. (GT Securities) or another FINRA registered Broker Dealer (Broker Dealer) designated and retained by Genesis Capital Advisors, LLC (“Genesis”) with and on behalf of Premier Power Renewable Energy, Inc. (“Premier”), which, together with its affiliates, subsidiaries, related companies, special purpose vehicles/entities, joint ventures, strategic alliances, co-investors, partnerships, funds, officers, directors, shareholders, agents and controlling entities or persons, shall hereafter be referred to as the “Company”, to assist the Company (i) in connection with a possible opportunities involving the Company and one or more transactions to be determined and (ii) as set forth below in connection with the Financing (as defined below)
