Share Sale AgreementShare Sale Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices
Parties Kerama Energy Pty Ltd ACN 154 011 659 as trustee for the Kerama Energy Trust C/- ESV Chartered Accountants of Level 18, 55 Market Street, Sydney NSW 2000 (Purchaser);
MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices
SOLAR SYSTEM INSTALLATION AGREEMENT BY AND BETWEEN NAUTILUS SOLAR LINDENWOLD BOE, LLC, as System Owner AND CBD ENERGY LIMITED as Supplier as of July 6, 2012Solar System Installation Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices • New Jersey
This Solar System Installation Agreement (“Agreement”) is made and entered into as of July 6, 2012 (the “Effective Date”), by and between Nautilus Solar Lindenwold BOE, LLC, a Delaware limited liability company (“System Owner”), and CBD Energy Limited an Australia corporation (“Supplier”). Each of System Owner and Supplier shall be referred to herein as a “Party” and collectively as the “Parties.”
9th February 2011 The Directors Washington H. Soul Pattinson And Company Limited First Floor 160 Pitt Street Mall Sydney NSW 2000Loan Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices
CBD Energy Limited (ABN 88 010 966 793) (the Company) has requested Washington H. Soul Pattinson And Company Limited (ABN 49 000 002 728) (WHSP) to provide a loan of AUD$10 million to the Company. This letter (the Agreement) sets out the terms and conditions on which WHSP is willing to make the loan available to the Company.
Second Deed of Amendment and Restatement - Facility AgreementFacility Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices • Hong Kong
A word or phrase (other than one defined in this deed or as otherwise specified) defined in the Restated Agreement has the same meaning in this deed and:
SUBLICENSE AGREEMENTSublicense Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices • New York
This sublicense agreement (“Sublicense Agreement”) commences on the Effective Date and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc., a Delaware corporation, having its principal place of business at 1475 S. Bascom Ave., Suite 101, Campbell, CA 95008 (“W- Solar”) and Andalay Solar Inc., (“Andalay”) a wholly owned subsidiary of W-Solar (hereinafter W-Solar and Andalay each referred to as a “Sublicensor” and collectively referred to as the “Sublicensors”); (iii) and CBD Energy Limited (ACN 010 966 973), an Australia company, having its principal place of business at 53 Cross Street Double Bay, Suite 2 — Level 2, Sydney NSW Australia 2028 (hereinafter referred to as the “Sublicensee”).
EQUITY CONTRIBUTION AgreementEquity Contribution Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices • Victoria
The Land Trustee and the Operating Trustee have agreed to issue Subscription Shares to the HoldCo Land Trustee (in its personal capacity) and the HoldCo Operating Trustee (in its personal capacity) respectively and Subscription Units to the HoldCo Land Trustee and HoldCo Operating Trustee respectively and the HoldCo Land Trustee and HoldCo Operating Trustee have agreed to issue Subscription Shares and Subscription Units to CRG and CBD, in each case, on the terms of this agreement.
LICENSE AGREEMENTLicense Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices • New York
This License Agreement (“Agreement”) is made by and between Westinghouse Electric Corporation, a Delaware corporation, having a principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as "Westinghouse"), and CBD Energy Limited (ACN 010 966 973), a Australian company, having a principal place of business at 53 Cross Street Double Bay, Suite 2 — Level 2, Sydney NSW Australia 2028 (hereinafter referred to as "Licensee").
Regional Queensland Investment Incentives Scheme AgreementInvestment Incentives Scheme Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices • Queensland
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices
This Amendment No. 2 (this “Amendment”) to the Agreement and Plan of Merger dated as of May 7, 2012 (the “Merger Agreement”) is made as of September 21, 2012, by and among CBD Energy Limited, an Australian corporation (“CBD” or the “Parent”), CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Westinghouse Solar, Inc., a Delaware corporation (the “Company”). Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Merger Agreement.
AMENDMENT TO SUBLICENSE AGREEMENTSublicense Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices
This amendment to sublicense agreement (“Sublicense Amendment”) commences on the Effective Date of the Sublicense Agreement and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its principal place of business at 51 West 52nd Street, New York, NY 10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse Solar, Inc., a Delaware corporation, having its principal place of business at 1475 S. Bascom Ave., Suite 101, Campbell, CA 95008 (“W-Solar”) and Andalay Solar Inc., (“Andalay”) a wholly owned subsidiary of W-Solar (hereinafter W-Solar and Andalay each referred to as a “Sublicensor” and collectively referred to as the “Sublicensors”); (iii) and CBD Energy Limited (ACN 010 966 973), an Australia company, having its principal place of business at 53 Cross Street Double Bay, Suite 2 – Level 2, Sydney NSW Australia 2028 (hereinafter referred to as the “Sublicensee”).
Business Finance AgreementBusiness Finance Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices
This schedule details the Facilities, including the finance amount, term, repayment arrangements, interest rate and fees payable.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 7, 2012 (the “Signing Date”), between Westinghouse Solar, Inc., a Delaware corporation (the “Company”), on the one hand, and CBD Energy Limited, an Australian corporation (the “Parent”), and CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, collectively with the Parent, the “Buyer Entities”; the Buyer Entities and the Company, collectively, the “Parties”), on the other hand.
AMENDMENT NO. 1 TO WAIVER AND AGREEMENTWaiver and Agreement • October 15th, 2013 • CBD Energy LTD • Semiconductors & related devices
THIS AMENDMENT NO. 1 (the “Amendment”) is executed on September 21, 2012, with effectiveness as of August 14, 2012, by and among Alpha Capital Anstalt, an “anstalt” organized under the laws of Liechtenstein (the “Stockholder”), Westinghouse Solar, Inc., a Delaware corporation (the “Company”), and CBD Energy Limited, an Australian corporation (the “Parent” and, collectively with the Stockholder and the Company, the “Parties”). Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Waiver and Agreement (defined below).
