ContractWarrant Agreement • October 4th, 2012 • World Energy Solutions, Inc. • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 4th, 2012 • World Energy Solutions, Inc. • Services-business services, nec
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 3, 2012 (the “Fourth Loan Modification Effective Date”), by and between (i) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (ii) WORLD ENERGY SOLUTIONS, INC., a Delaware corporation with offices located at 100 Front Street, Worcester, Massachusetts 01608, and WORLD ENERGY SECURITIES CORP., a Massachusetts securities corporation with offices located at 100 Front Street, Worcester, Massachusetts 01608 (individually and collectively, jointly and severally, “Borrower”).
ASSET PURCHASE AGREEMENT Dated October 3, 2012 by and between World Energy Solutions, Inc. and Northeast Energy Partners, LLC and its MembersAsset Purchase Agreement • October 4th, 2012 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This Asset Purchase Agreement (“Agreement”) is entered into as of October 3, 2012 by and among World Energy Solutions, Inc., a Delaware corporation (the “Buyer”), and Northeast Energy Partners, LLC, a Connecticut limited liability company (the “Seller”) and John Hardy, Thomas Lockwood and Lora Monroe, being all of the members of the Seller (the “Members”), jointly and only with respect to certain sections of this Agreement. This Agreement contemplates a transaction in which the Buyer will purchase substantially all of the assets and assume none of the liabilities of Seller except as described in this Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • October 4th, 2012 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
This Subordination Agreement (the “Agreement”) is made as of October 3, 2012, by and between NORTHEAST ENERGY PARTNERS, LLC, a Connecticut limited liability company (the “Creditor”), and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”).
WORLD ENERGY SOLUTIONS, INC. Note Purchase Agreement Dated as of October 3, 2012Note Purchase Agreement • October 4th, 2012 • World Energy Solutions, Inc. • Services-business services, nec • Massachusetts
World Energy Solutions, Inc., a Delaware corporation (the “Company”), hereby agrees with Massachusetts Capital Resource Company (the “Purchaser”) as follows:
