ContractEnergy & Power Solutions, Inc. • May 10th, 2010 • Services-business services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
PURCHASE AGREEMENT by and among NEC DG II, LLC, as the Seller, NEC-EPS HOLDING, LLC, as the Company and ENERGY AND POWER SOLUTIONS, INC., as the Buyer, Dated as of July 3, 2008Purchase Agreement • May 10th, 2010 • Energy & Power Solutions, Inc. • Services-business services, nec • California
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2008, by and among NEC DG II, LLC, a Delaware limited liability company (the “Seller”), NEC-EPS Holding, LLC, a Delaware limited liability company (the “Company”), and Energy and Power Solutions, Inc., a California corporation (the “Buyer”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • May 10th, 2010 • Energy & Power Solutions, Inc. • Services-business services, nec • California
This Amended and Restated Voting Agreement (this “Agreement”) is made and entered into as of April 17, 2009, (the “Effective Date”) by and among Energy Power and Solutions, Inc., a California corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the shareholders listed on Exhibit B attached hereto (the “Shareholders”). The Investors and the Shareholders are sometimes hereinafter collectively referred to as the “Holders.”
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 10th, 2010 • Energy & Power Solutions, Inc. • Services-business services, nec • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of April 17, 2009 (the “Effective Date”), by and among Energy and Power Solutions, Inc., a California corporation (the “Company”), and the parties listed on Exhibit A attached hereto (the “Investors”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 10th, 2010 • Energy & Power Solutions, Inc. • Services-business services, nec
This intellectual Property Security Agreement is entered into as of the Effective Date by and between SILICON VALLEY BANK ("Bank") and ENERGY AND POWER SOLUTIONS, INC. ("Grantor").
SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • May 10th, 2010 • Energy & Power Solutions, Inc. • Services-business services, nec • California
This Series B Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into as of April 17, 2009, by and among Energy and Power Solutions, Inc., a California corporation (the “Company”), and the parties listed on the schedule of Investors attached to this Agreement as Exhibit A (each hereinafter individually referred to as an “Investor” and collectively referred to as the “Investors”).
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First • May 10th, 2010 • Energy & Power Solutions, Inc. • Services-business services, nec • California
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2010 • Energy & Power Solutions, Inc. • Services-business services, nec • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ENERGY AND POWER SOLUTIONS, INC., a California corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Energy and Power Solutions, Inc. 2007 STOCK AWARD PLAN STOCK OPTION AGREEMENTEnergy and Power • May 10th, 2010 • Energy & Power Solutions, Inc. • Services-business services, nec • California
In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above.
