ARKADOS GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2017 • Arkados Group, Inc. • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 1, 2017, is entered into by and among Arkados Group, Inc., a Delaware corporation (the “Company”), the investors listed on the Schedule of Investors attached hereto and the investors, if any, party to a joinder agreement with respect hereto (each, an “Investor” and collectively, the “Investors”), in connection with the Note Purchase Agreement among the Company, the Investors and the Security Agent (as defined therein) dated May 1, 2017 (the “Note Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Note Purchase Agreement.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • May 5th, 2017 • Arkados Group, Inc. • Services-business services, nec • Kansas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2017, by and between ARKADOS GROUP, INC., a Delaware corporation, with headquarters located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the “Company”), and __________________________, with its address at __________________(the “Buyer”).
Note Purchase AgreementNote Purchase Agreement • May 5th, 2017 • Arkados Group, Inc. • Services-business services, nec • Ontario
WHEREAS subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Holders from time to time the Notes (as defined below);
ContractArkados Group, Inc. • May 5th, 2017 • Services-business services, nec • New York
THIS SECURITY HAS NOT 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, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITY AGREEMENTSecurity Agreement • May 5th, 2017 • Arkados Group, Inc. • Services-business services, nec • New York
This Security Agreement, dated as of May 1, 2017, as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof (“Agreement”), is made by and among (i) Arkados Group, Inc., a Delaware corporation (the “Borrower”), as the borrower, (ii) Arkados, Inc., a Delaware corporation, as a guarantor, and Arkados Energy Solutions, LLC, a Delaware limited liability company, as a guarantor, (each of Arkados, Inc. and Arkados Energy Solutions, LLC is a “Guarantor”; and collectively they are the “Guarantors”), and (iii) AIP Asset Management Inc., an Ontario, Canada corporation (the “Secured Party”), as the secured party, in its capacity as security agent for the Holders. Each of the Borrower and the Guarantor shall be referred to herein as a “Grantor” and collectively, the “Grantors.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 5th, 2017 • Arkados Group, Inc. • Services-business services, nec • New York
This Asset Purchase Agreement (the “Agreement”) is made this 1st day of May, 2017 (the “Effective Date”), by and between Arkados Group, Inc. (“Buyer”), a Delaware corporation, with an address of 211 Warren Street, Suite 320, Newark, NJ 07103, and SolBright Renewable Energy, LLC (“Seller”), a South Carolina limited liability company, with an address of 701 East Bay Street, Suite 302, Charleston, SC 29403.
CONVERTIBLE NOTEArkados Group, Inc. • May 5th, 2017 • Services-business services, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NOTE IS SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE NOTE PURCHASE AGREEMENT.
