EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2013 • Ideal Power Inc.
This EMPLOYMENT AGREEMENT (“Agreement”), which is dated May 8, 2013 (the “Effective Date”), is made by and between Ideal Power Converters, a Texas corporation, located at 5004 Bee Creek Road, Suite 600, Spicewood, Texas, 78669 and hereinafter referred to as “Company”, and Christopher P Cobb, whose address is ____________________, hereinafter referred to as “Executive.” The purpose of this Agreement is to confirm the terms of the employment relationship between Company and Executive.
MDB Capital Group, LLCIdeal Power Inc. • August 6th, 2013
ContractIdeal Power Inc. • August 6th, 2013 • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. BY ACQUIRING THIS NOTE, THE HOLDER REPRESENTS THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS NOTE WITHOUT REGISTRATION OR COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.
IDEAL POWER CONVERTERS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2013 • Ideal Power Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [___], 2012, is made and entered into by and between Ideal Power Converters, Inc., a Texas corporation with headquarters located at5004 Bee Creek Road, Suite 600 Spicewood, Texas 78669 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Purchasers”).
IDEAL POWER CONVERTERS, INC. STOCK PURCHASE WARRANTStock Purchase Warrant • August 6th, 2013 • Ideal Power Inc. • New York
THIS CERTIFIES that MDB Capital Group, LLC (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth in this Warrant (this “Warrant”), at any time on or after (except as otherwise limited below) the date of the applicable event specified in Section 2 below setting forth the Exercise Price and on or prior to the Expiration Date, but not thereafter, to subscribe for and to purchase from Ideal Power Converters, Inc., a Texas corporation (the “Company”), 222,603 shares of the Company's common stock, $0.001 par value (the “Common Stock”).
SECURITY AGREEMENTSecurity Agreement • August 6th, 2013 • Ideal Power Inc. • New York
THIS SECURITY AGREEMENT (the “Agreement”), dated as of November 21, 2012, is entered into by and among IDEAL POWER CONVERTERS, INC., a Texas corporation (“Debtor”), the Subscribers identified on Schedule 1 hereto (the “Subscribers”), who are parties to the Securities Purchase Agreement dated as of August 31, 2012 (the “August Purchase Agreement”) and to the Securities Purchase Agreement dated as of October , 2012 (the “October Purchase Agreement” and together with the August Purchase Agreement, the "Purchase Agreements"), by and among Debtor and such Subscribers, and Anthony DiGiandomenico (“Collateral Agent”).
No. A- Issue Date: August 31, 2012Stock Purchase • August 6th, 2013 • Ideal Power Inc. • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS,OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
ADDENDUM TO STOCK PURCHASE WARRANT (MDB-1)Stock Purchase Warrant • August 6th, 2013 • Ideal Power Inc.
THIS ADDENDUM TO STOCK PURCHASE WARRANT (the “Addendum”) is entered into by and between Ideal Power Inc., a Delaware corporation (the “Company”) and MDB Capital Group, LLC, (the “Holder”), effective as of July __, 2013.
Re:Intellectual Property Engagement AgreementLetter Agreement • August 6th, 2013 • Ideal Power Inc. • California
This letter agreement (the "Agreement") confirms the terms and conditions that will govern Ideal Power Converters' (together with its affiliates, subsidiaries, predecessors, and successors, the "Company") engagement (the "Engagement") of MDB Capital Group, LLC (together with its affiliates, "MDB") to provide intellectual property development services.
No. B- Issue Date: November 21, 2012Ideal Power Inc. • August 6th, 2013 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS,OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
Securities Purchase Agreement Investor Package October __, 2012 Ideal Power Converters, Inc. Spicewood, Texas 78669Securities Purchase Agreement • August 6th, 2013 • Ideal Power Inc. • New York
This Securities Purchase Agreement (the “Agreement”) is entered into by and between IDEAL POWER CONVERTERS, INC., a Texas corporation (the “Company”), and the undersigned purchasers (each, a “Purchaser”, and collectively, the “Purchasers”) as of the latest date set forth on the signature page hereto.
Securities Purchase Agreement Investor Package July 17, 2013 Ideal Power Inc. Spicewood, Texas 78669Securities Purchase Agreement • August 6th, 2013 • Ideal Power Inc. • New York
You must send the completed and executed signature pages to this Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement, the Escrow Agreement, the completed Purchaser Information (Section 6 of this Securities Purchase Agreement) and the Spousal Consent to the following escrow holder, preferably by fax or e-mail:
Securities Purchase Agreement Investor Package August __, 2012 Ideal Power Converters, Inc. Spicewood, Texas 78669Security Agreement • August 6th, 2013 • Ideal Power Inc. • New York
Once all of the signature pages, the Purchaser Information and the Spousal Consent are collected and the Company accepts and countersigns the signature pages, wire instructions will be forwarded to you.
SECURITY AGREEMENTSecurity Agreement • August 6th, 2013 • Ideal Power Inc. • New York
THIS SECURITY AGREEMENT (the “Agreement”), dated as of July 29, 2013, is entered into by and among IDEAL POWER INC., a Delaware corporation (“Debtor”), the Subscribers identified on Schedule 1 hereto (the “Subscribers”), who are parties to the Securities Purchase Agreement dated of even date herewith by and among Debtor and such Subscribers, and Anthony DiGiandomenico (“Collateral Agent”).
ADDENDUM TO STOCK PURCHASE WARRANT (MDB-2)Stock Purchase Warrant • August 6th, 2013 • Ideal Power Inc.
THIS ADDENDUM TO STOCK PURCHASE WARRANT (the “Addendum”) is entered into by and between Ideal Power Inc., a Delaware corporation (the “Company”) and MDB Capital Group, LLC, (the “Holder”), effective as of July __, 2013.
SUBORDINATION AGREEMENTSubordination Agreement • August 6th, 2013 • Ideal Power Inc. • Texas
THIS SUBORDINATION AGREEMENT(this “Subordination Agreement”), is entered into as of August 30, 2012, by and among the Office of the Governor Economic Development and Tourism of the State of Texas (the “Subordinated Creditor”); Ideal Power Converters, Inc., a Texas corporation(“Debtor”); the undersigned senior lenders(collectively, the “Senior Creditors”); and a collateral agent to be appointed pursuant to the Senior Loan Agreements, as defined below (“Collateral Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the below-defined Senior Loan Agreements.
