SPLIT-OFF AGREEMENTSplit-Off Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
This SPLIT-OFF AGREEMENT, dated as of July 2, 2008 (this “Agreement”), is entered into by and among ProMana Solutions, Inc., a Nevada corporation (“Seller”), Pro Mana Technologies, Inc., a New Jersey corporation (“Split-Off Subsidiary”), Crownbutte Wind Power, Inc., a North Dakota corporation (“Crownbutte”), and Robert A. Basso and Lawrence J. Kass (each, a “Buyer” and collectively, the “Buyers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among PROMANA SOLUTIONS, INC. CROWNBUTTE ACQUISITION SUB INC. and CROWNBUTTE WIND POWER, INC. July 2, 2008Merger Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of July 2, 2008, by and among ProMana Solutions, Inc., a Nevada corporation (the “Parent”), Crownbutte Acquisition Sub Inc., a North Dakota corporation (the “Acquisition Subsidiary”), and Crownbutte Wind Power, Inc., a North Dakota corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of 1,000,000 and a maximum of 10,000,000 units of securities (the “PPO Units”) issued by Crownbutte Wind Power, Inc. (formerly known as ProMana Solutions, Inc.), a Nevada Corporation (the “Company”), at a purchase price of $0.50 per PPO Unit. Each PPO Unit consists of (i) one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the “Warrant”), representing the right to purchase one share of Common Stock, exercisable for a period of two years at an exercise price of $2.50 per unit. The Warrants will be callable by the Company at any time, upon thirty (30) days prior written notice given to the Warrant holder, if the fair market value (as defined in the Warrant) of th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of __________, 2008 between Crownbutte Wind Power, Inc. (formerly known as ProMana Solutions, Inc.), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
THIS ESCROW AGREEMENT (the “Agreement”) is entered into as of July 2, 2008, by and among Crownbutte Wind Power, Inc. (formerly known as ProMana Solutions, Inc.), a Nevada corporation (the “Company”), Strasbourger Pearson Tulcin Wolff, Inc., as placement agent (the “Placement Agent”), and Gottbetter & Partners, LLP, a New York limited liability partnership (the “Escrow Agent”).
LEASE OPTION AGREEMENT WIND ENERGY LEASELease Option Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services
SUBSCRIPTION AGREEMENTSubscription Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of up to a maximum of 1,000,000 units of securities (the “PPO Units”) issued by Crownbutte Wind Power LLC, a limited liability company organized under the laws of the State of North Dakota (the “Company”), at a purchase price of $0.50 per PPO Unit. Each PPO Unit consists of (i) one unit of the Company’s limited liability company membership interest (the “Membership Interest”) and (ii) a warrant, in the form of Exhibit A hereto (the “Warrant”), representing the right to purchase one unit of Membership Interest, each Warrant exercisable for a period of three years at an exercise price of $0.50 per unit of Membership Interest. The PPO Units being subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Ac
GENERAL RELEASE AGREEMENTGeneral Release Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of July 2, 2008, is entered into by and among ProMana Solutions, Inc., a Nevada corporation (“Seller”), Pro Mana Technologies, Inc., a New Jersey corporation (“Split-Off Subsidiary”), Crownbutte Wind Power, Inc., a North Dakota corporation (“Crownbutte”), and Robert A. Basso and Lawrence J. Kass (each, a “Buyer” and collectively, the “Buyers”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
ESCROW AGREEMENTEscrow Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
This Escrow Agreement (this “Agreement”) is entered into as of July 2, 2008, by and among ProMana Solutions, Inc., a Nevada corporation (the “Parent”), Timothy H. Simons (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
July 2, 2008 ProMana Solutions, Inc. Suite 100 Parsippany, NJ 07054 Attention: Manu Kalia, Chief Executive Officer Dear Sir:Merger Agreement • April 24th, 2009 • Crownbutte Wind Power, Inc. • Electric services • New York
Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among ProMana Solutions, a Nevada corporation (the “Company”), Crownbutte Wind Power, Inc., a North Dakota corporation (“Crownbutte”), and Crownbutte Acquisition Sub Inc., a North Dakota corporation and a wholly owned subsidiary of the Company (the “Transactions”). In connection with the Merger Agreement, Crownbutte stockholders shall receive shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) in consideration for shares of Crownbutte held by them at the effective time of the merger. In consideration of the Company and Crownbutte entering into the Merger Agreement, the undersigned hereby agrees as follows:
