PRINCIPAL SOLAR EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2013 • Principal Solar, Inc. • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made between Principal Solar, Inc., a Delaware corporation (“The Company”), and R. Michael Martin (“Employee”) as of January 1, 2011.
Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • December 23rd, 2013 • Principal Solar, Inc. • Texas
Pursuant to your Nonstatutory Stock Option Grant Notice (“Grant Notice”) and this Nonstatutory Stock Option Agreement (“Option Agreement”), Principal Solar, Inc. (the “Company”) has granted you a nonstatutory stock option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2013 • Principal Solar, Inc. • Texas
This Registration Rights Agreement (this "Agreement") dated as of June 14, 2013, is by and between PRINCIPAL SOLAR, INC. a Delaware corporation (the "Company"), and the undersigned holder ("Holder").
PLEDGE AND SECURITY AGREEMENT (Limited Liability Company Membership Interests)Pledge and Security Agreement • December 23rd, 2013 • Principal Solar, Inc. • New York
This PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of June 10, 2013, by PRINCIPAL SOLAR, INC., a Delaware corporation ("PSI"), VIS SOLIS, INC., a Tennessee corporation ("VS") and ASTROSOL, INC., a Tennessee corporation ("AstroSol", and together with PSI and VS, individually and collectively, the "Grantor" or "Grantors"), in favor of BRIDGE BANK, NATIONAL ASSOCIATION, a national banking association ("Secured Party"), with reference to the following facts:
GUARANTYGuaranty • December 23rd, 2013 • Principal Solar, Inc. • New York
This GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of June 10, 2013, by PRINCIPAL SOLAR, INC., a Delaware corporation (the “Guarantor”), in favor of BRIDGE BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), with reference to the following facts:
EXCHANGE AGREEMENTExchange Agreement • December 23rd, 2013 • Principal Solar, Inc. • Texas
Reference is made to that certain Exchange Agreement ("Exchange Agreement"), by and among Kupper Parker Communications Inc., a New York corporation ("KPCG"), Principal Solar, a Texas corporation ("PSI"), and you. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Exchange Agreement. As set forth in the Exchange Agreement, you have agreed to transfer and assign shares of KPCG' Common Stock to the undersigned (the "Permitted Assignee").
CONSULTING AGREEMENTConsulting Agreement • December 23rd, 2013 • Principal Solar, Inc. • Texas
This Consulting Agreement (this "Agreement") is made and entered into effective as of December 4, 2013 (the "Effective Date") by Principal Solar Inc, a Delaware corporation (the "Company"), and Carlyle Capital Markets, Inc., a Texas corporation ("Consultant").
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 23rd, 2013 • Principal Solar, Inc.
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Fir A nn ) is entered into as of February 14, 2013, by and between vis Solis, LLC, a Temxes,ee Limited Liability Company, and AstroSol, Inc., a Tennessee Corporation (hereinafter jointly referred w as the "Seller" and Principal Solar, Inc., a Delaware corporation (as "Buyer"). ~Iler ad Buyer are sometimes referred to herein each as a "Party" and collectively as the 1es.
ContractPrincipal Solar, Inc. • December 23rd, 2013 • Delaware
THIS WARRANT AND THE SHARES OF STOCK THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTRATION UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH OFFER, SALE, PLEDGE, HYPOTHECATION, OR TRANSFER IN THE OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.
LOAN AND SECURITY AGREEMENT by and between POWERHOUSE ONE, LLC, LINCOLN FARM I, LLC, LINCOLN FARM II, LLC, LINCOLN FARM III, LLC, LINCOLN FARM IV, LLC and BRIDGE BANK, NATIONAL ASSOCIATIONLoan and Security Agreement • December 23rd, 2013 • Principal Solar, Inc. • New York
This LOAN AND SECURITY AGREEMENT is entered into as of June 10, 2013, by and between BRIDGE BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), and POWERHOUSE ONE, LLC, a Tennessee limited liability company (“PH1”), LINCOLN FARM I, LLC, a Tennessee limited liability company (“LF1”), LINCOLN FARM II, LLC, a Tennessee limited liability company (“LF2”), LINCOLN FARM III, LLC, a Tennessee limited liability company (“LF3”), LINCOLN FARM IV, LLC, a Tennessee limited liability company (“LF4”, and together with PH1, LF1, LF2, and LF3, are individually and collectively, the “Borrower”).
WARRANTWarrant • December 23rd, 2013 • Principal Solar, Inc. • Texas
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
