COMMON STOCK PURCHASE WARRANT POWER CLOUDS INC.Security Agreement • August 13th, 2019 • Alternus Energy Inc.
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , Email: XXX, 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 four (4) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from POWER CLOUDS INC., a Nevada corporation (the “Company”), up to XXXXX shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) .
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2019 • Alternus Energy Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2018, between Power Clouds Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • August 13th, 2019 • Alternus Energy Inc. • Delaware
This Indemnity Agreement (“Agreement”) is being executed on and is effective as of June 18, 2019, by and between Alternus Energy Inc., a Nevada company (the “Company”), and __________________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2019 • Alternus Energy Inc. • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement” or the “Purchase Agreement”), between Alternus Energy Inc. (“ALTN” or the “Company”), a corporation formed under the laws of the State of Nevada, and the subscriber listed on the signature page hereof (the “Subscriber”), made as of the date set forth by ALTN opposite its signature on the signature page hereof.
SECURITY AGREEMENTSecurity Agreement • August 13th, 2019 • Alternus Energy Inc. • New York
AGREEMENT, dated October 15, 2018, between Power Clouds Inc., a New York corporation, having an address at One World Trade Center, Suite 8500, New York, NY 10007 ("Guarantor"), and [*] ("Secured Party").
COMMON STOCK PURCHASE WARRANT ALTERNUS ENERGY INC.Common Stock Purchase Warrant • August 13th, 2019 • Alternus Energy Inc.
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], Email:[*], 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 three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ALTERNUS ENERGY INC., a Nevada corporation (the “Company”), up to [*] () shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b) .
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2019 • Alternus Energy Inc. • New York
This Employment Agreement (the “Agreement”), effective as of December 1, 2018 (see Section 3a below), is by and among Alternus Energy Inc., a Nevada corporation (the “Company”) and Taliesin Durant, whose primary residence is located at [*] (the “Executive”).
FIRST AMENDMENT TO THE PROFESSIONAL CONSULTING AGREEMENTProfessional Consulting Agreement • August 13th, 2019 • Alternus Energy Inc.
This FIRST AMENDMENT is to modify, delete and add certain terms and conditions to that certain Professional Consulting Agreement by and between Roberto Forlani and Power Clouds Inc., a Nevada corporation (“PWCL”) signed by both parties on November 12, 2015, with an effective date of January 1, 2016, and subsequently assigned on December 30, 2016 to TELENERGIA EUROPE SRL, a ROMANIAN corporation with registered address of Strada Madrigalului 42A, Apartment 4, 2nd room (“TES”) (the “Agreement”).
PARTNERSHIP INTEREST PLEDGE AGREEMENTPartnership Interest Pledge Agreement • August 13th, 2019 • Alternus Energy Inc. • New York
This PLEDGE AGREEMENT (the “Agreement”) is made as of June 11, 2018, by PCG_Holdco UG (“PCG”), having an address at Walther Rathenau Str. 24 - 64646 Heppenheim, Germany (“Pledgor/Borrower”), in favor of [*] (“IDC/Lender”).
PROFESSIONAL CONSULTING AGREEMENTProfessional Consulting Agreement • August 13th, 2019 • Alternus Energy Inc. • Florida
This Professional Consulting Agreement ("Agreement") is made effective as of July 24, 2015 ("Effective Date"), by and between Power Clouds, Inc., a Nevada corporation ("Company") and VestCo Corp., a Delaware corporation (“VestCo”), for the term set forth in Section 3 below. The Company and VestCo (collectively “Parties”) agree to the following terms and conditions:
FIRST AMENDMENT TO THE PROFESSIONAL CONSULTING AGREEMENTProfessional Consulting Agreement • August 13th, 2019 • Alternus Energy Inc.
This FIRST AMENDMENT is to modify, delete and add certain terms and conditions to that certain Professional Consulting Agreement by and between VestCo Corp., a Delaware corporation (“Vestco”), and Power Clouds Inc., a Nevada corporation (“PWCL”) signed by both parties on July 25, 2016 (the “Agreement”).
SUBSCRIPTION CONTRACT RELATING TO A 8,628,000 EURO BOND ISSUE COMPOSED OF 8,628,000 BONDSSubscription Contract • August 13th, 2019 • Alternus Energy Inc.
The issuance period (the “Issuance Period”) will last between the date of issuance of the Bonds (the “Issuance Date”) and the date at which all Bonds will have been repaid, including due interests and fees (the “Issuance Redemption Date”).
Page 1. RECITALS AND DEFINITIONS 2 2. CREATION OF A PLEDGE OVER THE PARTICIPATION 5 3. OBLIGATIONS 5 4. EFFECTIVENESS OF THE PLEDGE 5 5. PERFECTION OF THE PLEDGE 6 6. PLEDGOR’S REPRESENTATIONS AND WARRANTIES 6 7. PLEDGOR’S UNDERTAKINGS 7 8. RIGHT TO...Pledge Agreement • August 13th, 2019 • Alternus Energy Inc. • New York
SECOND AMENDMENT TO THE PROFESSIONAL CONSULTING AGREEMENTProfessional Consulting Agreement • August 13th, 2019 • Alternus Energy Inc.
This SECOND AMENDMENT is to modify, delete and add certain terms and conditions to that certain Professional Consulting Agreement by and between Roberto Forlani and Power Clouds Inc., a Nevada corporation (“PWCL”) signed by both parties on November 12, 2015, with an effective date of January 1, 2016, and subsequently assigned on December 30, 2016 to TELENERGIA EUROPE SRL, a ROMANIAN corporation with registered address of Strada Madrigalului 42A, Apartment 4, 2nd room (“TES”) (the “Agreement”).
PROFESSIONAL CONSULTING AGREEMENTProfessional Consulting Agreement • August 13th, 2019 • Alternus Energy Inc. • Florida
This Professional Consulting Agreement ("Agreement") is made effective as of January 1, 2016 ("Effective Date"), by and between Power Clouds Inc., a Nevada corporation ("Company") and Roberto Forlani, an Individual (“RF”), for the term set forth in Section 3 below. The Company and RF (collectively “Parties”) agree to the following terms and conditions:
SECOND AMENDMENT TO THE PROFESSIONAL CONSULTING AGREEMENTProfessional Consulting Agreement • August 13th, 2019 • Alternus Energy Inc.
This SECOND AMENDMENT is to modify, delete and add certain terms and conditions to that certain Professional Consulting Agreement by and between VestCo Corp., a Delaware corporation (“Vestco”), and Power Clouds Inc., a Nevada corporation (“PWCL”) signed by both parties on July 25, 2016 (the “Agreement.
GREENROCK ENERGY GMBH as Greenrock - and – GREENROCK CONSTRUCTION GMBH as General Partner - and - POWER CLOUDS ENERGY LTD. as Power Clouds - and - Notar Dr. Bernhard Schaub as Escrow Agent ESCROW AGREEMENTEscrow Agreement • August 13th, 2019 • Alternus Energy Inc.
ContractPurchase and Transfer Agreement • August 13th, 2019 • Alternus Energy Inc.
This Agreement constitutes a complete amendment and restatement, and fully supersedes that certain Purchase and Transfer Agreement between the Parties dated April 4, 2018 (the “April SPA”).
ASSIGNMENT of FREE CASH FLOWAssignment of Free Cash Flow Agreement • August 13th, 2019 • Alternus Energy Inc. • New York
AGREEMENT, dated October 15, 2018, between Power Clouds Inc., having an address at One World Trade Center, Suite 8500, New York, NY 10007 (“PCI”) and [*] (“KIC”).
PROMISSORY NOTE DUE _________, 2018Promissory Note • August 13th, 2019 • Alternus Energy Inc. • New York
THIS PROMISSORY NOTE is one of a series of duly authorized and validly issued Notes of POWER CLOUDS INC., a Nevada corporation, (the “Borrower”), having its principal place of business at One World Trade Center, Suite 8500, New York, NY 10007, email: info@powercloudsinc.com, due ________, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SUBORDINATION AGREEMENTSubordination Agreement • August 13th, 2019 • Alternus Energy Inc.
THIS SUBORDINATION AGREEMENT (the “Agreement”) is made and executed as of __ June, 2019, by and among (i) Power Clouds Europe B.V., a Netherlands limited liability company, having an address at The Base B, Evert van de Beeksgtraat 104, Schiphol, 1118CN, the Netherlands, represented by Mr. Vincent Browne, in his capacity as sole director (the “Borrower”), (ii) PC-Italia-02 S.p.A., a company incorporated under the laws of Italy, having its registered offices at Via Ferrovie dello Stato snc, 81030 Gricignano di Aversa (CE), Italy, corporate capital Euro 10,000, fully paid in, registered with the Companies’ Registrar of Caserta, tax code and VAT number 04173980618, represented by Mr. Vincent Browne, in his capacity as sole director (together with the Borrower, collectively, the “Credit Parties”), (iii) [*] (“[*]”), and (iv) InMost Partners LLC and IDC Dr Fund LP, each having an address at 1500 Broadway, Suite 704, New York, NY 10036 (together, collectively, the “Subordinated Creditor”).
