LOAN AND SECURITY AGREEMENT by and between RENEWABLE POWER RESOURCES, LLC as Lender and XZERES CORP. and XZERES ENERGY SERVICES CORP, jointly and severally, as Borrowers Dated: March __, 2013 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
LOAN AND SECURITY AGREEMENT, dated as of March __, 2013, by and among XZERES CORP. a Nevada corporation (“Xzeres”), and its wholly-owned subsidiary, XZERES ENERGY SERVICES CORP, a Nevada corporation (“Energy” and, collectively with Xzeres, jointly and severally, “Borrower”), each with offices at 9025 SW Hillman Court, Suite 3126, Wilsonville, Oregon 97070 and RENEWABLE POWER RESOURCES, LLC, a Delaware limited liability company with offices at 430 East 56th Street, 4G, New York, New York 10022 (together with its successors and assigns, the “Lender”).
PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTPatent Collateral Assignment and Security Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March __, 2013, is by Xzeres Corp., a Nevada corporation (“Debtor”), with its chief executive office at 9025 SW Hillman Ct., Suite 3126, Wilsonville, Oregon 97070, in favor of RENEWABLE POWER RESOURCES, LLC, a Delaware limited liability company, located at 430 East 56th Street, 4G, New York, New York 10022 (together with its successors and assigns, “Lender”).
REVOLVING CREDIT NOTEXZERES Corp. • April 5th, 2013 • Engines & turbines
For value received, the receipt and sufficiency of which are hereby acknowledged, XZERES CORP., a Nevada corporation, and XZERES ENERGY SERVICES CORP., a Nevada corporation (jointly and severally, individually and collectively, the “Borrower”), hereby promises to pay RENEWABLE POWER SOURCES, LLC, a Delaware limited liability company (“Lender”) at its offices located at 430 East 56th Street, 4G, New York, New York 10022, Six Million Five Hundred Thousand Dollars ($6,500,000) or such greater or lesser amount of Advances as shall be advanced by Lender from time to time pursuant to the Agreement referred to below, together with interest on the unpaid balance of such amount from the date of the initial Advance. This Note is the Note issued under the Loan and Security Agreement among Borrower and Lender of even date herewith (said Loan and Security Agreement, as the same may be amended, restated or supplemented from time to time, being herein called the “Agreement”) to which a reference is m
TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTTrademark Collateral Assignment and Security Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March __, 2013, is by Xzeres Corp., a Nevada corporation (“Debtor”), with its chief executive office at 9025 SW Hillman Ct., Suite 3126, Wilsonville, Oregon 97070, in favor of RENEWABLE POWER RESOURCES, LLC, a Delaware limited liability company, located at 430 East 56th Street, 4G, New York, New York 10022 (together with its successors and assigns, “Lender”).
AMENDED AND RESTATED COLLATERAL AGREEMENTCollateral Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS AMENDED AND RESTATED COLLATERAL AGREEMENT (this “Amended Collateral Agreement”), dated as of March , 2013, by and among XZERES Corp., a Nevada corporation (the “Borrower”), XZERES Energy Services Corp., a Nevada corporation, XZERES Wind Europe Limited., a corporation organized under the laws of the Republic of Ireland, and any and all Additional Grantors who may become party to this Amended Collateral Agreement (the Borrower, such other named entities, and such Additional Grantors are hereinafter referred to each as a “Grantor” and collectively as the “Grantors”), and Hanover Holdings I, LLC (the “Secured Party”) as Lender under the Revolving Credit Agreement dated as of August 1, 2012 (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between the Borrower and the Secured Party.
ContractXZERES Corp. • April 5th, 2013 • Engines & turbines • New York
THIS AMENDED NOTE HAS not BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS AMENDED NOTE UNDER SUCH ACT UNLESS SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated March , 2013, is by Xzeres Corp., a Nevada corporation (“Pledgor”), with its chief executive office at 9025 SW Hillman Court, Suite 3126, Wilsonville, Oregon 97070 in favor of Renewable Power Resources, LLC, a Delaware limited liability company, with an office at 430 East 56th Street, 4G, New York, New York 10022 (together with any successors and assigns, “Pledgee”).
Intercreditor and Subordination AgreementIntercreditor and Subordination Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of March __, 2013, by and among HANOVER HOLDINGS I, LLC, a New York limited liability company (together with its successors and assigns, the “Subordinated Lender”), XZERES CORP., XZERES ENERGY SERVICES CORP. and XZERES WIND EUROPE LIMITED (jointly and severally, together with their respective successors and assigns, collectively, the “Debtors”) and RENEWABLE POWER SOURCES, LLC, a Delaware Limited Liability Company (together with its successors and assigns, the “Senior Lender”).
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • April 5th, 2013 • XZERES Corp. • Engines & turbines
GUARANTY AND PLEDGE AGREEMENT (this “Agreement”), dated as of March 29, 2013, by and among XZERES Corp., a Nevada corporation (the “Pledgor”), XZERES Energy Services Corp., a Nevada corporation and XZERES Wind Europe Limited., a corporation organized under the laws of the Republic of Ireland, and any and all Additional Guarantors who may become party to this Agreement (XZERES Energy Services Corp. and XZERES Wind Europe Limited., and such Additional Guarantors are hereinafter referred to each as a “Guarantor” and collectively as the “Guarantors”),and Hanover Holdings I, LLC (the “Pledgee”) as Lender under the Revolving Credit Agreement dated as of August 1, 2012 (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between the Pledgor and the Secured Party.
GUARANTEEGuarantee • April 5th, 2013 • XZERES Corp. • Engines & turbines • New York
GUARANTEE dated as of March __, 2013 (“Guarantee”) made by XZERES WIND EUROPE LIMITED (the “Guarantor”), in favor of RENEWABLE POWER SOURCES, LLC, a Delaware limited liability company, as Lender (the “Lender”) under the Loan Agreement referred to below.
