SECURITY AGREEMENTSecurity Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
This SECURITY AGREEMENT, dated as of November 12, 2008 (this “Agreement”), is among ENVISION SOLAR INTERNATIONAL, INC., a California corporation (the “Company”), each of the undersigned direct and indirect Subsidiaries of the Company and all other direct and indirect Subsidiaries of the Company (the “Guarantors”, and together with the Company, the “Debtors”), and the holder, signatory hereto, of the Company’s Secured Bridge Note issued or to be issued in the original principal amount of $591,770.83 (the “Note”) pursuant to the Purchase Agreement (as defined below) (“Secured Party”, and together with its endorsees, transferees and assigns, the “Secured Parties”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG CASITA ENTERPRISES, INC., ESII ACQUISITION CORP. and ENVISION SOLAR INTERNATIONAL, INC. Dated as of February 10, 2010Merger Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on February 10, 2010, by and among CASITA ENTERPRISES, INC., a Nevada corporation (“Parent”), ESII ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and ENVISION SOLAR INTERNATIONAL, INC., a California corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 10, 2010, is made by and between Casita Enterprises, Inc., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
SUBSIDIARY GUARANTEE, dated as of November 12, 2008 (this “Guarantee”), made by each of the undersigned direct and indirect Subsidiaries of the Company (as defined below) (together with any other entities that may become a party hereto as provided herein, individually and collectively, the “Guarantors”, and together with the Company, the “Debtors”), in favor of Gemini Master Fund, Ltd. (including its successors, transferees and assigns, the “Purchaser”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of February 10, 2010, by Casita Enterprises, Inc., a Nevada corporation (“Assignor”), and Casita Enterprises Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Assignor (“Assignee”).
ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
ASSIGNMENT OF EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2010 by and among Envision Solar International, Inc., a California corporation (“Envision”), Casita Enterprises, Inc., a Nevada corporation (“Casita”), and Robert Noble (“Executive”).
SUSTAINABLE STRATEGY, PLANNING AND SOLAR ADVISORY SERVICES AGREEMENT BETWEEN Centre for Environmental Planning and Technology and ENVISION SOLARSustainable Strategy, Planning and Solar Advisory Services Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design
AGREEMENT made this 1st day of OCT in the year of Two Thousand and Nine between Envision Solar International, Inc. of La Jolla, California, USA (Envision), and Centre for Environmental Planning and Technology, of Ahmedabad, India (CEPT).
LOCK-UP AGREEMENTLock-Up Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
This Lock-Up Agreement ("Agreement") is made as of the date set forth below by the undersigned ("Holder") in connection with such Holder’s ownership of shares of Envision Solar International, Inc., a California corporation (the "Company").
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of November 12, 2008, is made by ENVISION SOLAR INTERNATIONAL, INC., a California corporation (the “Grantor”), in favor of GEMINI STRATEGIES, LLC, as collateral agent (“Agent”) for the holder of the Secured Bridge Note issued or to be issued in the original principal amount of $591,770.83 (the “Note”) by the Grantor, pursuant to the Purchase Agreement (as defined below) (collectively with its endorsees, transferees and assigns, the “Lender”).
STANDARD SHORT FORM AGREEMENT BETWEEN PROJECT OWNER AND SYSTEM SUPPLIERStandard Short Form Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design
Solar Design & Engineering; PV Support Foundations; PV Support Steel Detailing, Fabrication, & Erection; Prefmished Tapered Metal Beam Wraps; and PV Module Installation.
Interim Services AgreementInterim Services Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
Tatum, LLC ("Tatum," "we," "us" or "our") is pleased that Envision Solar International. Inc. ("Company," "you" or "your") has selected us to provide you with outsourced interim services. The services (the "Services") and tees will be more particularly described on the Schedule attached hereto and will be provided by the individual resource (the "Tatum Resource") identified on such Schedule. Schedules for additional Tatum Resources may he added from time to time upon the mutual written agreement of the parties. In addition, upon the request of the Company and the execution of an additional Schedule to this agreement, Tatum will provide search Services to the Company.
ContractSubordination Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
This SUBORDINATION AGREEMENT (this "Agreement"), dated as of October 1, 2009 is among Envision Solar International, Inc., a California corporation (the "Company"), Envision Solar Construction, Inc., a California corporation ("ESC"), Envision Solar Residential, Inc., a California corporation ("ESR"), Envision Africa, LLC ("EA"; the Company, ESC, ESR and EA, each an "Obligor" and, together, "Obligors"), Jon Evey ("Subordinated Creditor"), the Purchaser (as defined in the Purchase Agreement described below), and Gemini Strategies, LLC, a Delaware limited liability company, in its capacity as collateral agent for itself and for the Purchaser (including any successor agent, hereinafter, the "Collateral Agent").
ASSIGNMENT OF INTERIM SERVICES AGREEMENTAssignment of Interim Services Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
ASSIGNMENT OF INTERIM SERVICES AGREEMENT (this “Agreement”), dated as of February10, 2010 by and among Envision Solar International, Inc., a California corporation (“Envision”), Casita Enterprises, Inc., a Nevada corporation (“Casita”), and Tatum, LLC (“Tatum”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 12, 2008 between Envision Solar International, Inc., a California corporation (the “Company”), and Gemini Master Fund, Ltd. (including its successors and assigns, the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Envision Solar, LLC, a California limited liability company (the "Company"), and Robert Noble, an individual ("Employee"), effective June 15, 2007 ("Effective Date"). The Company desires to retain the services of Employee, and Employee desires to continue to be employed by the Company for the term of this Agreement.
AMENDMENT AGREEMENTAmendment Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
This Amendment Agreement (this “Agreement”), dated as of October 30, 2009, is entered into by and among Envision Solar International, Inc., a California corporation (“Company”), Envision Solar Construction, Inc., a California corporation, Envision Solar Residential, Inc., a California corporation, and Envision Africa, LLC, a Delaware limited liability company, (collectively, the “Envision Guarantors” or “Guarantors”), and Gemini Master Fund, Ltd., a Cayman Islands corporation (the “Investor”), and Gemini Strategies, LLC (“Collateral Agent”). The Company and the Guarantors are sometimes referred to herein individually as an “Envision Entity” and collectively as the “Envision Entities”. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in that certain Securities Purchase Agreement, dated as of November 12, 2008, between the Company and the Investor (the “Purchase Agreement”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
This Consulting Services Agreement ("Contract") is entered into effective as of October 23, 2008, by and between Consultant and Chevron Energy Solutions Company, a division of Chevron U.S.A. Inc., a Pennsylvania corporation, with principal offices at 345 California Street, 18th Floor, San Francisco, CA 94104 ("Company"). The parties hereto agree as follows:
SELLING AGREEMENTSelling Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
Envision Solar International, Inc. ("ENVISION" or "the Company") is a California corporation formed in 2007 to develop and commercialize carport and other structures with integrative photovoltaic arrays in the United States and internationally. ENVISION desires to raise up to $4,000,000 through the sale of up to 100,000 Shares ("Shares") to Accredited Investors ("Investors") at a price of $40.00 per Share pursuant to Regulation D of the Securities Act of 1933, as amended (the "Offering"). Each Investor participating in this Offering is required to purchase a minimum of 1,000 Shares; however, ENVISION may choose to accept purchases below the minimum at its discretion. ENVISION hereby confirms as follows its agreement with Nexcore Capital, Inc. ("Nexcore"), a registered member in good standing of the Financial Industry Regulatory Association ("FINRA"), formerly the National Association of Securities Dealers, Inc. ("NASD"), under which Nexcore will act as a nonexclusive agent for ENVISION
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
This ASSET PURCHASE AGREEMENT ("Agreement") is made effective the ________day of January 2008 ("Effective Date"), between Envision Solar International, Inc., a California corporation ("Buyer"), and Generating Assets, LLC, a Delaware limited liability company ("Seller"). Karen Morgan, an individual ("Morgan"), is a party hereto for the limited purposes of Sections 11.2 and 13.
FORBEARANCE AGREEMENTForbearance Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
FORBEARANCE AGREEMENT (this “Agreement”), dated as of April 11, 2009, by and between Envision Solar International, Inc., a California corporation (“Borrower”), Envision Solar Construction, Inc., a California corporation, Envision Solar Residential, Inc., a California corporation, and Envision Africa, LLC, a Delaware limited liability company, (collectively, “the Envision Guarantors” or “Guarantors”), and Gemini Master Fund, Ltd. (“Lender”).
ContractEmployment Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
THER EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Envision Solar International, Inc., a California Corporation (the “Company”), and Joanna Tan, an individual (“Employee”), effective February 2, 2009 (“Effective Date”). The Company desires to retain the services of Employee, and Employee desires to continue to be employed by the Company for the term of ther Agreement.
Selling AgreementSelling Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
Envision Solar, LLC ("ENVISION" or "the Company") is a California Limited Liability Company formed to provide durable and attractive integrative photovoltaic systems designed to facilitate the worldwide transition to the use of renewable energy. ENVISION desires to raise $2,000,000 through the sale of 200,000 Shares ("The Shares") to Accredited Investors ("Investor") at a price of $10.00 per Share pursuant to Rule 506 of the Securities Act of 1933. Each Investor participating in this Offering is required to purchase a minimum of 5,000 shares; however, ENVISION may choose to accept purchases below the minimum at its discretion. ENVISION hereby confirms as follows its agreement with Nexcore Capital, Inc. ("Nexcore"), a registered member in good standing of the National Association of Securities Dealers ("NASD"), under which Nexcore will act as a non-exclusive agent for ENVISION in connection with the Offering of the Shares.
ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • New York
ASSIGNMENT OF EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2010 by and among Envision Solar International, Inc., a California corporation (“Envision”), Casita Enterprises, Inc., a Nevada corporation (“Casita”), and Joanna Tan (“Executive”).
WARRANT TO PURCHASE COMMON STOCK OF ENVISION SOLAR INTERNATIONAL, INC.Warrant Agreement • February 12th, 2010 • Casita Enterprises, Inc. • Services-computer integrated systems design • California
THIS CERTIFIES THAT, for value received, Squire, Sanders & Dempsey L.L.P. or its permitted registered assigns (the "Holder"), is entitled, subject to the terms and conditions of this Warrant, at any
