SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2017, between Andalay Solar, Inc., a Delaware corporation (the “Company”), and the investor parties hereto (including their successors and permitted assigns, each, a “Purchaser”, and collectively, the “Purchaser” or “Purchasers”, unless the context otherwise requires).
ContractAndalay Solar, Inc. • October 11th, 2017 • Heating equipment, except electric & warm air furnaces • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2017, between R Squared Technologies Inc., a Delaware corporation (the “Company”), and the investor(s) signatory or who become signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). If there is only one Purchaser, all references herein to “Purchasers” or a “Purchaser” shall be deemed to refer to such Purchaser.
COMMON STOCK PURCHASE WARRANT ANDALAY SOLAR, INC.Common Stock Purchase Warrant • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt, with an address at: Lettstrasse 32, 9490 Vaduz, Liechtenstein, Fax: 011-423-2323196, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ANDALAY SOLAR, INC., a Delaware corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
This SECURITY AGREEMENT, dated as of October 2, 2017 (this “Agreement”), is among Andalay Solar, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors” and each individually, a “Debtor”), Chase Financing, Inc., as collateral agent (the “Collateral Agent”) for the benefit of itself and any other persons who are or become holders (collectively, the “Secured Parties”) of the Company’s Secured Convertible Notes (collectively, the “Notes”) issued pursuant to a securities purchase agreement dated the date hereof between the Company and the investors named therein including any investors who subsequently become party thereto (as the same may be amended, modified or supplemented (the “Purchase Agreement”).
SECURED CONVERTIBLE NOTE DUE OCTOBER 2, 2019Securities Purchase Agreement • October 11th, 2017 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York
THIS SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Note of Andalay Solar, Inc., a Delaware corporation, (the “Borrower”), having its principal place of business at 2071 Ringwood Avenue, Unit C, San Jose, CA 95131, due October 2, 2019 (the “Note”).
