WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 27th, 2010 • WindTamer Corp • Engines & turbines • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of April 26, 2010 (the “Effective Date”), by and between WindTamer Corporation, a New York corporation (the “Company”), and the investors listed on Schedule 1 hereto (each, an “Investor” and, collectively, the “Investors”).
LOAN AGREEMENTLoan Agreement • April 27th, 2010 • WindTamer Corp • Engines & turbines • New York
THIS LOAN AGREEMENT (including any Schedule or Rider, as amended, supplemented or otherwise modified, this “Agreement”) made as of April 26, 2010, by and between WindTamer Corporation, a corporation organized and existing under the laws of New York, with its principal place of business at 156 Court Street, Geneseo, New York 14454 (“Borrower”) and FIRST NIAGARA BANK, N.A., a national banking association with a banking office at 6950 South Transit Road, P.O. Box 514, Lockport, New York 14095-0514, Attn: Commercial Lending (together with its successors and assigns, “Lender”).
WARRANT TO PURCHASE COMMON STOCK OF WINDTAMER CORPORATIONWarrant Agreement • April 27th, 2010 • WindTamer Corp • Engines & turbines • New York
THIS CERTIFIES THAT, [WARRANT HOLDER], or [his/her] permitted registered assigns (the “Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time after the issuance date of this Warrant (the “Effective Date”), and before 5:00 p.m. Eastern Time on the tenth anniversary of the Effective Date (the “Expiration Date”), to purchase from WINDTAMER CORPORATION, a New York corporation (the “Company”), the vested portion of the Shares (as defined below) at a per-share price equal to the Purchase Price. Both the number of shares of Common Stock purchasable upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein.
ASSIGNMENT OF SHARESAssignment of Shares • April 27th, 2010 • WindTamer Corp • Engines & turbines • New York
This Assignment of Shares (this “Agreement”) is made effective as of April 26, 2010 (the “Effective Date”), by Gerald Brock (“Assignor”) in favor of WindTamer Corporation, a corporation organized under the laws of the State of New York (the “Corporation”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2010 • WindTamer Corp • Engines & turbines • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of April 26, 2010, by and among WindTamer Corporation, a corporation organized under the laws of the State of New York, and Gerald Brock, Michael Hughes, William Schmitz and Molly Hedges. Capitalized terms used herein and not otherwise defined shall have the meaning provided in Section 2 below.
