PSWW SEC-arkivering - Principal Solar, Inc.- Årsrapport, fuldmagtserklæring, prospekt

Grundlæggende statistik

CIK

1587476

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Principal Solar, Inc.

SEC Filings (Chronological Order)

Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.

June 2, 2022	253G1	Principal Solar, Inc. 250,000,000 Shares of Common Stock Table of Contents Filed Pursuant to Rule 253(g)(1) File No. 024-11809 OFFERING CIRCULAR Principal Solar, Inc. 250,000,000 Shares of Common Stock By this Offering Circular, Principal Solar, Inc., a Delaware corporation, is offering for sale a maximum of 250,000,000 shares of its common stock (the ?Company Offered Shares?), at a fixed price of $0.015 per share (the price to be fixed by a post-qualif
May 26, 2022	CORRESP	Principal Solar, Inc. 100 Crescent Court, Suite 700 Dallas, Texas 75201 CORRESP 1 filename1.htm Principal Solar, Inc. 100 Crescent Court, Suite 700 Dallas, Texas 75201 May 26, 2022 VIA EDGAR Cheryl Brown Law Clerk Office of Energy and Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Principal Solar, Inc. (the “Company”) Offering Statement on Form 1-A Commission File No. 024-11809 Dear Ms. B
May 26, 2022	CORRESP	Principal Solar, Inc. 100 Crescent Court, Suite 700 Dallas, Texas 75201 Principal Solar, Inc. 100 Crescent Court, Suite 700 Dallas, Texas 75201 May 26, 2022 VIA EDGAR Cheryl Brown Law Clerk Office of Energy and Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re:    Principal Solar, Inc. (the “Company”) Offering Statement on Form 1-A Commission File No. 024-11809 Dear Ms. Brown: On behalf of th
May 23, 2022	PART II AND III	As filed with the Securities and Exchange Commission on May 20, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Table of Contents File No. 024-11809 As filed with the Securities and Exchange Commission on May 20, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated May 20, 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this P
May 20, 2022	CORRESP	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 May 20, 2022 CORRESP 1 filename1.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 940-367-6154 May 20, 2022 Cheryl Brown Law Clerk Office of Energy and Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Principal Solar, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed May 2, 2022 Co
May 2, 2022	EX1A-6 MAT CTRCT	DEVELOPMENT AGREEMENT EX1A-6 MAT CTRCT 8 principalex06992.htm DEVELOPMENT AGREEMENT BETWEEN THE COMPANY AND IPLTC Exhibit 6.992 DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”) is made as of July 15, 2021 (“Effective Date”), by and between IPLTech Electric Private Limited, a private limited corporation incorporated and existing under the laws of India (“Developer”), and Principal Solar Inc., a Delawa
May 2, 2022	EX1A-6 MAT CTRCT	AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS OF DOUBLE H SERVICES, LLC. Exhibit 6.990 AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS OF DOUBLE H SERVICES, LLC. This AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS OF DOUBLE H SERVICES, LLC .(this “Agreement”) is made, entered into and executed effective as the 24th day of February, 2021, by and between C&T OIL FIELD SERVICES, LLC., a Texas limited liability company (“Seller”) PRINCIPAL SOLAR, INC., a D
May 2, 2022	EX1A-6 MAT CTRCT	ROYALTY AGREEMENT Exhibit 6.988 ROYALTY AGREEMENT This Royalty Agreement (the “Agreement”) is entered into as of this 15th day of March, 2021 (the “Effective Date”) by and between ETruck Transportation, LLC., a Nebraska limited liability company (the “Company”), and Principal Solar, Inc., a Delaware corporation (“PSWW” and together with the Company, the “Parties”). For good and valuable consideration, the receipt a
May 2, 2022	EX1A-12 OPN CNSL	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 May 2, 2022 Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 May 2, 2022 Principal Solar, Inc. 100 Crescent Court, Suite 700 Dallas, Texas 75201 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Principal Solar, Inc. a Delaware corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set for
May 2, 2022	CORRESP	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 May 2, 2022 CORRESP 1 filename1.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 940-367-6154 May 2, 2022 Cheryl Brown Law Clerk Office of Energy and Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Principal Solar, Inc. Offering Statement on Form 1-A Filed February 23, 2022 Commission File
May 2, 2022	EX1A-6 MAT CTRCT	SECURITIES PURCHASE AGREEMENT Exhibit 6.989 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of March 8, 2022, by and between PRINCIPAL SOLAR, INC., a Delaware corporation, with headquarters located at 100 Crescent Court, Suite 700, Dallas, TX 75201 (the “Company”) and GODFREY DAVIS HOLDINGS LLC, a Colorado limited liability company, with its address at 700 Colorado Blvd., #155, Denve
May 2, 2022	EX1A-6 MAT CTRCT	ETRUCK TRANSPORTATION, LLC SUBSCRIPTION AGREEMENT Exhibit 6.991 ETRUCK TRANSPORTATION, LLC SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into by and between ETRUCK TRANSPORTATION, LLC, a Nebraska limited liability company (the “Company”), and the undersigned Subscriber in the Company (“Subscriber”) as of this day of March 15, 2021. WHEREAS, the Company has been formed as a limited liability company under the law
May 2, 2022	EX1A-6 MAT CTRCT	PRINCIPAL SOLAR, INC. 2% CONVERTIBLE REDEEMABLE NOTE DUE MARCH 8, 2023 EX1A-6 MAT CTRCT 3 principalex06987.htm PROMISSORY NOTE IN FAVOR OF GODFREY DAVIS HOLDINGS, LLC DATED MARCH 8, 2022 Exhibit 6.987 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER TH
May 2, 2022	EX1A-6 MAT CTRCT	Amendment to Development Agreement Exhibit 6.993 Amendment to Development Agreement As of December 8, 2021, the contract entitled Development Agreement between the following parties: Principal Solar Inc. IPLTech Electric Private Limited "Moratorium of Payments" will be added to the original contract, and will read as follows: Effective upon the signing of this amendment, Principal Solar will be granted a 4 month moratorium on payme
May 2, 2022	PART II AND III	As filed with the Securities and Exchange Commission on May 2, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR PART II AND III 2 principalsolar1aa1.htm PART II AND III File No. 024-11809 As filed with the Securities and Exchange Commission on May 2, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated May 2, 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “S
February 23, 2022	EX1A-4 SUBS AGMT	SUBSCRIPTION AGREEMENT Principal Solar, Inc. NOTICE TO INVESTORS Exhibit 4.1 SUBSCRIPTION AGREEMENT Principal Solar, Inc. NOTICE TO INVESTORS The securities of Principal Solar, Inc., a Delaware corporation (the ?Company?), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire inves
February 23, 2022	EX1A-6 MAT CTRCT	[To be reprinted on Company letterhead] EX1A-6 MAT CTRCT 6 principalsolarex06985.htm PROMISSORY NOTE IN FAVOR OF AES CAPITAL MANAGEMENT, LLC, DATED MAY 21, 2021 Exhibit 6.985 [To be reprinted on Company letterhead] November 18, 2021 Olde Monmouth Stock Transfer Co., Inc. 200 Memorial Parkway Atlantic Highlands, NJ 07716 Ladies and Gentlemen: PRINCIPAL SOLAR, INC., a Delaware corporation (the "Company") and AES CAPITAL MANAGEMENT, LLC (t
February 23, 2022	EX1A-6 MAT CTRCT	PRINCIPAL SOLAR, INC. 2% CONVERTIBLE REDEEMABLE NOTE DUE SEPTEMBER 10, 2022 Exhibit 6.984 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT?) US $200,
February 23, 2022	EX1A-6 MAT CTRCT	10% PROMISSORY NOTE Exhibit 6.983 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER?S REPAYMENT OBLIGATIONS HEREUNDER) 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,
February 23, 2022	EX1A-12 OPN CNSL	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 February 23, 2022 Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 February 23, 2022 Principal Solar, Inc. 100 Crescent Court, Suite 700 Dallas, Texas 75201 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Principal Solar, Inc. a Delaware corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter s
February 23, 2022	PART II AND III	As filed with the Securities and Exchange Commission on February 23, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR File No. 024- As filed with the Securities and Exchange Commission on February 23, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated February 23, 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Preliminary Of
February 23, 2022	EX1A-6 MAT CTRCT	DEVELOPMENT AGREEMENT EX1A-6 MAT CTRCT 7 principalsolarex06986.htm DEVELOPMENT AGREEMENT WITH IPLT Exhibit 6.986 DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”) is made as of July 15, 2021 (“Effective Date”), by and between IPLTech Electric Private Limited, a private limited corporation incorporated and existing under the laws of India (“Developer”), and Principal Solar Inc., a Delaware corporation
August 3, 2021	253G2	OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: November 25, 2020 August 3, 2021 PRINCIPAL SOLAR, INC. 100 CRESCENT COURT, SUITE 700 DALLAS, TEXAS 75201 253G2 1 principal253g2.htm OFFERING CIRCULAR SUPPLEMENT NO. 1 Filed Pursuant to Rule 253(g)(2) File No. 024-11253 OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: November 25, 2020 August 3, 2021 PRINCIPAL SOLAR, INC. 100 CRESCENT COURT, SUITE 700 DALLAS, TEXAS 75201 This document (the “Supplement”) supplements the Offering Circular of Principal Solar, Inc. (the “
November 24, 2020	CORRESP	- Principal Solar, Inc. 100 Crescent Court, Suite 700 Dallas, TX 75201 November 24, 2020 Irene Barberena-Meissner, Esq. Staff Attorney Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Washington, DC 20549 Re: Principal Solar, Inc. Offering Statement on Form 1-A Filed June 29, 2020 File No. 024-11253 Dear Ms. Barberena-Meissner, On beh
November 6, 2020	PART II AND III	- Table of Contents PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated November , 2020 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
November 5, 2020	CORRESP	- CORRESP 1 filename1.htm Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226 [email protected] Tel: 718-622-8450 Fax: 718-282-3113 November 5, 2020 Irene Barberena-Meissner, Esq. Staff Attorney Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Washington, DC 20549 Re: Principal Solar,
October 28, 2020	EX1A-6 MAT CTRCT	- SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS - HAMERSHLAG Exhibit 6.82 SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS THIS SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS (the "Agreement"), dated as of the March 23, 2020 is by and between Bayou Road Investments (a wholly owned subsidiary of Principal Solar, Inc., a Delaware corporation (the "Debtor"), and Hamershlag Private Capital Management, Limited (the "Creditor"). RECITALS WHEREAS,
October 28, 2020	EX1A-6 MAT CTRCT	- PROMISSORY NOTE FOR ERIC STAHL, DATED JUNE 1, 2020 Exhibit 6.981 PROMISSORY NOTE $50,000.00 USD June 1, 2020 1. Principal. FOR VALUE RECEIVED of $25,000.00 USD, the undersigned, Principal Solar, Inc. (Borrower), whose address is 100 Crescent Court; Suite 700; Dallas TX 75201, promises to pay to Eric Stahl, an individual, (Lender), whose address is 271 Kenneth Drive St. Henry OH 45883, the principal sum of $50,000, including accrued interest thereo
October 28, 2020	PART II AND III	- Table of Contents PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated October , 2020 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
October 28, 2020	EX1A-6 MAT CTRCT	- SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS - BERNARD AND YAM Exhibit 6.83 SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS THIS SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS (the "Agreement"), dated as of the March 23, 2020 is by and between Bayou Road Investments (a wholly owned subsidiary of Principal Solar, Inc., a Delaware corporation (the "Debtor"), and Bernard & Yam, LLP (the "Creditor"). RECITALS WHEREAS, the Debtor is or may be obli
October 28, 2020	EX1A-6 MAT CTRCT	- PROMISSORY NOTE FOR BRANDON WISNER, DATED MAY 28, 2020 Exhibit 6.982 PROMISSORY NOTE $30,000.00 USD May 28, 2020 1. Principal. FOR VALUE RECEIVED of $15,000 USD, the undersigned, Principal Solar, Inc. (Borrower), whose address is 100 Crescent Court; Suite 700; Dallas TX 75201, promises to pay to Brandon Wisner, an individual, (Lender), whose address is 1401 McKinney 3603, Houston, TX 77007, the principal sum of $30,000, including accrued interest ther
October 28, 2020	EX1A-6 MAT CTRCT	- SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS - CROVUS Exhibit 6.81 SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS THIS SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS (the ''Agreement"), dated as of the March 23, 2020 is by and between Bayou Road Investments (a wholly owned subsidiary of Principal Solar, Inc., a Delaware corporation (the "Debtor"), and CORVUS & COIL (the "Creditor"). RECITALS WHEREAS, the Debtor is or may be obligate
October 28, 2020	CORRESP	- Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226 dsuares@suaresassociates.
October 28, 2020	EX1A-6 MAT CTRCT	- SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS - PROSPR Exhibit 6.84 SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS THIS SATISFACTION AGREEMENT AND WAIVER AND RELEASE OF CLAIMS (the ''Agreement"), dated as of the March 23, 2020 is by and between Bayou Road Investments (a wholly owned subsidiary of Principal Solar, Inc., a Delaware corporation (the "Debtor"), and PROSPR GLOBAL LLC (the "Creditor"). RECITALS WHEREAS, the Debtor is or may be obli
September 18, 2020	PART II AND III	- AMENDMENT #2 Table of Contents PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated September , 2020 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
September 18, 2020	CORRESP	- CORRESP 1 filename1.htm Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226 [email protected] Tel: 718-622-8450 Fax: 718-282-3113 September 18, 2020 Irene Barberena-Meissner, Esq. Staff Attorney Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Washington, DC 20549 Re: Principal Sola
August 14, 2020	EX1A-6 MAT CTRCT	Bayou Road Investments Inc. Convertible Note for Michael Craig Beck, dated February 14, 2018 Exhibit 6.92 SECURED PROMISSORY NOTE $50,000.00 February 14, 2018 1. Principal. Bayou Road Investments Inc, a Texas corporation, for value received (the "Company"), hereby promises to pay to the order of Michael Craig Beck, ("Holder"), in lawful money of the United States of America, the aggregate principal amount of $50,000.00 together with interest as set forth below. This Note is issued by the
August 14, 2020	EX1A-6 MAT CTRCT	Bayou Road Investments Inc. Convertible Note for Stephen J. Davis, dated December 22, 2014 Exhibit 6.93 BAYOU ROAD INVESTMENTS, INC. TEN PERCENT (10%) CONVERTIBLE NOTE $250,000.00 December 22, 2014 This NOTE (this “Note”) is the duly made and authorized convertible note of BAYOU ROAD INVESTMENTS, INC., a Delaware corporation (the “Maker”). FOR VALUE RECEIVED, the Maker promises to pay STEPHEN J. DAVIS or his assigns (the “Holder”) the principal sum of $250,000 (the “Principal”) on Decem
August 14, 2020	EX1A-6 MAT CTRCT	Principal Solar, Inc. Convertible Promissory Note for Arowana International Limited, dated August 20, 2015 Exhibit 6.97 THIS NOTE AND ANY RESULTING EQUITY INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OF
August 14, 2020	EX1A-6 MAT CTRCT	Loan Modification Agreement between Bayou Road Investments, Inc. and Stephen J. Davis, dated December 22, 2014 Exhibit 6.98 LOAN MODIFICATION AGREEMENT This Loan Agreement Modification (the "Modification") modifies the Loan Agreement (the "Agreement") entered into as of December 22th, 2014 by and between Bayou Road Investments, Inc. (the "Borrower"), having its principal address located at PO BOX 191292; Dallas TX 75219, and Stephen J. Davis (the "Lender"), having its principal address located at Dallas; T
August 14, 2020	EX1A-6 MAT CTRCT	Principal Solar, Inc. Convertible Promissory Note for GPL Ventures LLC, dated April 15, 2020 Exhibit 6.94 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGIS
August 14, 2020	EX1A-6 MAT CTRCT	Principal Solar, Inc. Convertible Promissory Note for GPL Ventures LLC, dated May 15, 2020 Exhibit 6.95 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN E
August 14, 2020	EX1A-6 MAT CTRCT	Principal Solar, Inc. Convertible Promissory Note for GPL Ventures LLC, dated July 10, 2020 Exhibit 6.96 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGIS
August 14, 2020	EX1A-6 MAT CTRCT	Bayou Road Investments Inc Convertible Note for Elizabeth Steinke, dated January 30, 2018 Exhibit 6.91 SECURED PROMISSORY NOTE $25,000.00 January 30, 2018 1. Principal. Bayou Road Investments Inc, a Texas corporation, for value received (the "Company"), hereby promises to pay to the order of Elizabeth S. Steinke ("Holder"), in lawful money of the United States of America, the aggregate principal amount of $25,000.00 together with interest as set forth below. This Note is issued by the
August 14, 2020	EX1A-6 MAT CTRCT	Bayou Road Investment Inc. Convertible Note for Roderick Floyd, dated February 15, 2018 Exhibit 6.9 SECURED PROMISSORY NOTE $25,000.00 February 15, 2018 1. Principal. Bayou Road Investments Inc, a Texas corporation, for value received (the "Company"), hereby promises to pay to the order of Roderick B. Floyd , ("Holder"), in lawful money of the United States of America, the aggregate principal amount of $25,000.00 together with interest as set forth below. This Note is issued by the C
August 14, 2020	PART II AND III	- Table of Contents PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated August , 2020 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
August 14, 2020	EX1A-6 MAT CTRCT	Marketing and License Agreement between Tokata Oil Recovery, Inc. and Bayou Road Investments, Inc., dated December 2, 2019 Exhibit 6.8 MARKETING AND LICENSE AGREEMENT This License Agreement, effective December 2, 2019, is entered into by Tokata Oil Recovery, Inc., an Oklahoma corporation ("Grantor"), and Bayou Road Investments, Inc., a Delaware Corporation ("Grantee"). RECITALS: WHEREAS, Grantor is Tokata Oil Recovery™, Inc. (Tokata) is a private, Oklahoma-based oil extraction, development and manufacturing company th
August 14, 2020	CORRESP	- Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226 dsuares@suaresassociates.
June 29, 2020	EX1A-6 MAT CTRCT	Employment Agreement of K. Bryce Toussaint, dated January 1, 2020 Exhibit 6.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT by and between Principal Solar, Inc. (the "Company" "Employer' and K. Bryce Toussaint (the "Employee')) dated January 1, 2020. I. Employment Subject to the terms and conditions set forth in this Agreement, Employer hereby employs Employee, and Employee hereby accepts employment with Employer. 2. Duties and Responsibilities Employee's title, dut
June 29, 2020	EX1A-2A CHARTER	Certificate of Designation dated November 29, 2019 Exhibit 2.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF PRINCIPAL SOLAR, INC. (Pursuant to Section 151 of the Delaware General Corporate Law of the State of Delaware) PRINCIPAL SOLAR, INC., a corporation organized and existing under the Delaware General Corporate Law of the State of Delaware (the “Corporation”), in accordance with th
June 29, 2020	EX1A-4 SUBS AGMT	Subscription Agreement Exhibit 4.1 PRINCIPAL SOLAR, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE P
June 29, 2020	EX1A-2A CHARTER	Certificate of Designation, dated June 26. 2020 Exhibit 2.4 AMENDED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-CONVERTIBLE PREFERRED STOCK OF PRINCIPAL SOLAR, INC. PRINCIPAL SOLAR, INC., a corporation organized and existing under the Delaware General Corporate Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151 thereof: HEREBY CERTIFIES: A. That pursuant to th
June 29, 2020	EX1A-2A CHARTER	Amended Certificate of Amendment dated January 3, 2020 Exhibit 2.3 Delaware Division of Corporations 401 Federal Street – Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Certificate of Amendment Dear Sir or Madam: Enclosed please find a copy of the Certificate of Amendment to be filed in accordance with the General Corporation Law of the State of Delaware. The fee to file the Certificate is $194.00 If your document is more than 1 page, y
June 29, 2020	EX1A-2A CHARTER	Articles of Incorporation Exhibit 2.1 State Of Delaware Secretary Of State Division of Corporations Delivered 12:23PM 09/27/2012 FILED 11:59 AM 09/27/2012 SRV 121074663 – 5219241 FILE CERTIFICATE OF INCORPORATION FIRST: The name of this corporation shall be PRINCIPAL SOLAR, INC. SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Del
June 29, 2020	EX1A-6 MAT CTRCT	Securities Purchase Agreement, dated July 20, 2018 Exhibit 6.6 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated July 20, 2018 (the “Effective Date”), is among Bayou Road Investments, Inc., a Delaware corporation (“Purchaser”), and Principal Solar, Inc. Inc., a Delaware corporation (the “Company”). Each of Purchaser and the Company are sometimes referred to individually as a “Party” or collectively as the “
June 29, 2020	EX1A-2B BYLAWS	- BYLAWS Exhibit 2.8 BYLAWS OF CORPORATION BYLAWS (GENERAL) OF PRINCIPAL SOLAR, INC. (HEREINAFTER “CORPORATION”) STATE OF DELAWARE ARTICLE I OFFICES The principal office of the Corporation in the state of Delaware shall be located in county of Kent. The Corporation may have such other offices, either within or without the state of Delaware, as the board of directors (hereinafter “Board of Directors”) may d
June 29, 2020	PART II AND III	- PRELIMINARY OFFERING CIRCULAR Table of Contents PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated June 29, 2020 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
June 29, 2020	EX1A-3 HLDRS RTS	Specimen Stock Certificate Exhibit 3.1 Principl Solar, Inc. Certificate No. Speciman cusip no. 74255T202 speciman only - not negotiable countersigned national securities administrators ltd k. bryce toussaint, interim chief executive officer for value received the undersigned hereby sells, assigns and transfers unto inert the name and address of transferree represented by this certificate and does here by irrevocably constit
June 29, 2020	EX1A-6 MAT CTRCT	Promissory Note dated, December 27, 2019 Exhibit 6.3 PROMISSORY NOTE (this "Note") Seller: Bayou Road Investments, Inc. of 100 Crescent Court Dallas TX 75201 (the "Purchaser") Purchaser: Momentum NRG Group LLC. 3427 Cedar Springs; #1743, Dallas TX 75219 (the "Seller") Principal Amount: $1,000,000.00 USD 1. FOR VALUE AND CONSIDERATION RECEIVED, The Purchaser promises to pay to the Seller (Bayou Road Investments, Inc.) at such address as m
June 29, 2020	EX1A-6 MAT CTRCT	Employment Agreement of Anthony Lerner, dated January 1, 2020 Exhibit 6.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT by and between Principal Solar, Inc. (the "Company" "Employer” and Anthony Lerner (the "Employee')) dated January 1, 2020. I. Employment Subject to the terms and conditions set forth in this Agreement, Employer hereby employs Employee, and Employee hereby accepts employment with Employer. 2. Duties and Responsibilities Employee's title, duties,
June 29, 2020	EX1A-7 ACQ AGMT	Share Exchange Agreement, dated December 27, 2019 Exhibit 7.1 SHARE EXCHANGE AGREEMENT Dated Effective as of December 27, 2019 Among PRINCIPAL SOLAR, INC., A Delaware Corporation and BAYOU ROAD INVESTMENTS, A Delaware Corporation And STOCKHOLDER K. BRYCE TOUSSAINT, An Individual SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT, dated effective as of December 27th, 2019 among PRINCIPAL SOLAR, INC., a Delaware corporation ("Principal Solar");
June 29, 2020	EX1A-6 MAT CTRCT	Addendum to Distribution Agreement, dated December 2, 2019 Exhibit 6.5 ADDENDUM# 1 TO AGREEMENT DATED 12/2/2019 1. This amendment (the "Amendment") is made by Bayou Road Investments ( a wholly owned subsidiary of Principal Solar, Inc.) and Tokata Oil Recovery, parties to the agreement for the licensing and commercialization of the Tokata Oil Recovery System ("TORS") dated December 2nd, 2019. (the "Agreement"). 2. The Agreement is amended as follows: For t
June 29, 2020	EX1A-6 MAT CTRCT	Distribution Agreement, dated December 2, 2019 Exhibit 6.4 Term Sheet for Distribution Agreement December 2, 2019 Tokata Oil Recovery, Inc.TM And Bayou Road Investments Parties Tokata Oil Recovers. Inc.]." (“TokataTM “) and Bayou Road Investments intend to enter into a non-exclusive licensing agreement (the "Agreement") for purposes of commercializing the Tokata Oil Recovery SystemsTM (the "Technology"). Terms Five (5) year agreement Products
June 29, 2020	EX1A-12 OPN CNSL	Consent of Donnell Suares Exhibit 12.1 Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226 [email protected] TEL: 718-622-8450 FAX: 718-282-3113 June 29, 2020 Board of Directors Principal Solar, Inc. 100 Crescent Court, Suite 700 Dallas, TX 75201 VIA ELECTRONIC DELIVERY Gentlemen: I have acted, at your request, as special counsel to Principal Solar, Inc., a Delaware corpor
June 29, 2020	EX1A-6 MAT CTRCT	Securities Purchase Agreement, dated December 27, 2019 Exhibit 6.7 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated December 27, 2019 (the “Effective Date”), is among Bayou Road Investments, Inc., a Delaware corporation (“Seller”), and Momentum NRG LLC, a Texas limited liability company and/or assigns (the “Purchaser”). Each of Purchaser and the Seller are sometimes referred to individually as a “Party” or col
August 12, 2016	15-15D	Principal Solar FORM 15-15D OMB APPROVAL OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response .
May 19, 2016	EX-10.36	PRINCIPAL SOLAR PROMISSORY NOTE ex10-36.htm Exhibit 10.36 PRINCIPAL SOLAR PROMISSORY NOTE $300,000.00 Date: February 25, 2016 Dallas, Texas FOR VALUE RECEIVED, Principal Solar, Inc., of Dallas, Texas ("Borrower" or "Company"), hereby promises to pay to The Pearl M Thompson Trust dated March 24, 2004 an irrevocable trust for of Matthew A. Thompson, an individual residing at ("Lender"), in lawful money of the United States of Amer
May 19, 2016	10-Q	Principal Solar FORM 10-Q (Quarterly Report) 10-Q 1 psww2016033110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 Commission File No. 333-193058 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 27-3096175 (State or other jur
May 19, 2016	EX-10.38	SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS ex10-38.htm Exhibit 10.38 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This Settlement Agreement and Release of Claims (the ?Agreement?) is made and entered into by Turtle Creek Holdings, LLC (?TCH?) and TCH Principal Solar, LP (?TCHPS?) (together, ?Turtle Creek?) on the one hand, and Principal Solar, Inc. (?PSI?) and Michael Gorton (?Gorton?) (together the ?PSI Parties?) on the other. Turtle Creek
May 19, 2016	EX-10.37	PRINCIPAL SOLAR, INC. PROMISSORY NOTE EX-10.37 3 ex10-37.htm EXHIBIT 10.37 Exhibit 10.37 PRINCIPAL SOLAR, INC. PROMISSORY NOTE $200,000.00 Date: April 1, 2016 Dallas, Texas FOR VALUE RECEIVED, Principal Solar, Inc., of Dallas, Texas ("Borrower" or "Company"), hereby promises to pay to the G. Marmol and G. Marmol Revocable Trust dated for the benefit of Guillermo G. Marmol and Gail A. Marmol, individuals residing at ("Lender"), in lawf
May 16, 2016	NT 10-Q	Principal Solar FORM NT 10-Q psww20160516nt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-193058 CUSIP NUMBER 74255T 202 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Repo
April 20, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 psww201604208k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 20, 2016 Date of Earliest Event Reported: April 14, 2016 Principal Solar, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of in
April 20, 2016	EX-99.1	MARGARET KELIHER  Dallas, Texas  April 14, 2016 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 MARGARET KELIHER  Dallas, Texas  April 14, 2016 Via Email Michael Gordon Chief Executive Officer Principal Solar, Inc. 2560 King Arthur Blvd. Suite 124 PMB 65 Lewisville, TX 75056 Re: Resignation as a Director and Audit Committee Member of Principal Solar, Inc. Dear Michael: I am resigning effective immediately, as a Director and member and Chair of t
April 14, 2016	10-K	Principal Solar FORM 10-K (Annual Report) 10-K 1 psww2015123110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission File No. 333-193058 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 27-3096175 (State or other jurisdiction o
April 14, 2016	EX-10.37	PRINCIPAL SOLAR, INC. PROMISSORY NOTE EX-10.37 3 ex10-37.htm EXHIBIT 10.37 Exhibit 10.37 PRINCIPAL SOLAR, INC. PROMISSORY NOTE $200,000.00 Date: April 1, 2016 Dallas, Texas FOR VALUE RECEIVED, Principal Solar, Inc., of Dallas, Texas ("Borrower" or "Company"), hereby promises to pay to the G. Marmol and G. Marmol Revocable Trust dated for the benefit of Guillermo G. Marmol and Gail A. Marmol, individuals residing at ("Lender"), in lawf
April 14, 2016	EX-10.36	PRINCIPAL SOLAR PROMISSORY NOTE ex10-36.htm Exhibit 10.36 PRINCIPAL SOLAR PROMISSORY NOTE $300,000.00 Date: February 25, 2016 Dallas, Texas FOR VALUE RECEIVED, Principal Solar, Inc., of Dallas, Texas ("Borrower" or "Company"), hereby promises to pay to The Pearl M Thompson Trust dated March 24, 2004 an irrevocable trust for of Matthew A. Thompson, an individual residing at ("Lender"), in lawful money of the United States of Amer
April 8, 2016	EX-4.1	CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION psww201604088k.htm Exhibit 4.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION Principal Solar, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts the following Certificate of Amendment to its Certificate of Incorporation and, DOES HEREBY CERTIFY: FIRST: The name of the Corp
April 8, 2016	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits 8-K 1 psww201604088k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 8, 2016 Date of Earliest Event Reported: April 1, 2016 Principal Solar, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 333
March 31, 2016	NT 10-K	Principal Solar FORM NT 10-K psww20160331nt10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-193058 CUSIP NUMBER 74255T 202 NOTIFICATION OF LATE FILING (Check One): X Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition R
November 16, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Commission File No. 333-193058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Commission File No. 333-193058 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 27-3096175 (State or other jurisdiction of incorporation or org
September 14, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 14, 2015 Date of Earliest Event Reported: September 10, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-196058 (Commission File Number) Delaware 27-3096175 (State or oth
August 27, 2015	EX-4.1	CONVERTIBLE CORPORATE PROMISSORY NOTE EX-4.1 2 ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 THIS NOTE AND ANY RESULTING EQUITY INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE
August 27, 2015	8-K	Principal Solar FORM 8-K (Current Report/Significant Event) psww201508268k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 26, 2015 Date of Earliest Event Reported: August 20, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-196058 (Commission File Number) Delaware 27-3096175
August 21, 2015	8-K	Current Report psww201508218k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 21, 2015 Date of Earliest Event Reported: August 17, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-196058 (Commission File Number) Delaware 27-3096175
August 19, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 Commission File No. 333-193058 PRIN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 Commission File No. 333-193058 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 27-3096175 (State or other jurisdiction of incorporation or organiza
August 19, 2015	EX-10.35	PURCHASE AND SALE AGREEMENT BY AND AMONG MAGNOLIA SUN LLC (the Purchaser), PRINCIPAL SOLAR, INC. VIS SOLIS, INC. AstroSol, inc. (the Sellers) PRINCIPAL SOLAR, INC. (the Sellers' Representative) August 18, 2015 TABLE OF CONTENTS EX-10.35 2 ex10-35.htm EXHIBIT 10.35 Exhibit 10.35 PURCHASE AND SALE AGREEMENT BY AND AMONG MAGNOLIA SUN LLC (the Purchaser), PRINCIPAL SOLAR, INC. VIS SOLIS, INC. and AstroSol, inc. (the Sellers) AND PRINCIPAL SOLAR, INC. (the Sellers' Representative) August 18, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE OF THE INTERESTS 10 2.1 Sale of the Intere
August 17, 2015	EX-10.1	ASSIGNMENT AGREEMENT EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT (this “Agreement”), dated as of August 11, 2015, is made by and among PRINCIPAL SOLAR, INC., a Delaware corporation (“PSI”), CAROLINA ENERGY PARTNERS II, LLC, a Delaware limited liability company (“CEP II”), INNOVATIVE SOLAR SYSTEMS, LLC, a North Carolina limited liability company (“ISS”) and INNOVATIVE S
August 17, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K 1 psww201508178k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 17, 2015 Date of Earliest Event Reported: August 11, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-196058 (Commission File Number) Delaw
August 14, 2015	NT 10-Q	Principal Solar FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 333-193058 CUSIP Number 74255T NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR For Period Ended: June 30, 2015 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi
July 8, 2015	8-K/A	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant psww201507088ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 8, 2015 Date of Earliest Event Reported: July 1, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-196058 (Commission File Number) Delaware 27-3096175 (St
July 8, 2015	EX-4.1	PRINCIPAL SOLAR, INC.  SUMMARY OF TERMS 8% SENIOR SECURED CONVERTIBLE DEBENTURE July 1, 2015 ex4-1.htm Exhibit 4.1 PRINCIPAL SOLAR, INC.  SUMMARY OF TERMS 8% SENIOR SECURED CONVERTIBLE DEBENTURE July 1, 2015 This Binding Term Sheet (the “Agreement”) sets forth the general terms and conditions of the purchase by Purchaser (defined below) of the Convertible Debentures defined below. This Agreement is intended to be, and is, binding on the parties hereto, subject only to the good faith negot
July 2, 2015	RW	Principal Solar FORM RW psww20150702corresp.htm July 2, 15 VIA EDGAR Ms. Mara L. Ransom Mr. Michael Kennedy Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549 Re: Principal Solar, Inc. / Application for Withdrawal on Form RW for Registration Statement on Form S-1 (File No. 333-203075) Ladies and Gentlemen: On March 27, 2015, Principal Solar, Inc., a Delaware cor
June 15, 2015	S-1/A	As filed with the Securities and Exchange Commission on June 15, 2015 psww20150515s1a.htm As filed with the Securities and Exchange Commission on June 15, 2015 Registration No. 333-203075 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorpor
June 11, 2015	8-K	Principal Solar FORM 8-K (Current Report/Significant Event) psww201506118k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 11, 2015 Date of Earliest Event Reported: June 9, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-193058 (Commission File Number) Delaware 27-3096175 (Stat
June 11, 2015	EX-10.1	SEPARATE SIGNATURE PAGES ATTACHED SEPARATE SIGNATURE PAGE OF PURCHASER TO LOI ex10-33.htm Exhibit 10.1 VIA E-MAIL to John Green ([email protected]) June 9, 2015 Mr. John Green 171 Rolling Meadows Rd. Fletcher, North Carolina 28732 RE: Letter of Intent (?LOI?) to Purchase all Membership Interests in Innovative Solar 37, LLC, a North Carolina limited liability company (the ?Transaction?). Dear Mr. Green: This letter expresses the intent of Principal Solar, Inc., a Delaw
June 11, 2015	S-1/A	As filed with the Securities and Exchange Commission on June 11, 2015 psww20150515s1a.htm As filed with the Securities and Exchange Commission on June 11, 2015 Registration No. 333-203075 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorpor
June 11, 2015	EX-10.33	SEPARATE SIGNATURE PAGES ATTACHED SEPARATE SIGNATURE PAGE OF PURCHASER TO LOI Exhibit 10.33 VIA E-MAIL to John Green ([email protected]) June 9, 2015 Mr. John Green 171 Rolling Meadows Rd. Fletcher, North Carolina 28732 RE: Letter of Intent (?LOI?) to Purchase all Membership Interests in Innovative Solar 37, LLC, a North Carolina limited liability company (the ?Transaction?). Dear Mr. Green: This letter expresses the intent of Principal Solar, Inc., a Delaware corpora
June 10, 2015	8-A12B	Principal Solar FORM 8-A12B 8-A12B 1 psww201506108a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PRINCIPAL SOLAR, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 27-3096175 (State of Incorporation or Organization) (I.R.S. Employer
June 8, 2015	EX-10.32	Binding Term Sheet re: Joint Development Agreement By and Between PRINCIPAL SOLAR, INC. and ENERGY SURETY PARTNERS, LLC June 5, 2015 Exhibit 10.32 Binding Term Sheet re: Joint Development Agreement By and Between PRINCIPAL SOLAR, INC. and ENERGY SURETY PARTNERS, LLC June 5, 2015 This binding term sheet (the ?Agreement?) sets forth the general terms and conditions of the joint efforts of the named co-developers to develop one or more solar projects further described herein. This Agreement is intended to be, and is, binding on ea
June 8, 2015	EX-21.1	List of Subsidiaries Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of Incorporation or Organization Powerhouse One, LLC Tennessee Lincoln Farm I, LLC Tennessee Lincoln Farm II, LLC Tennessee Lincoln Farm III, LLC Tennessee Lincoln Farm IV, LLC Tennessee SunGen StepGuys, LLC Maine SunGen Mill 77, LLC Maine
June 8, 2015	S-1/A	As filed with the Securities and Exchange Commission on June 8, 2015 S-1/A 1 psww20150606s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on June 8, 2015 Registration No. 333-203075 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisd
June 5, 2015	EX-10.1	Binding Term Sheet re: Joint Development Agreement By and Between PRINCIPAL SOLAR, INC. and ENERGY SURETY PARTNERS, LLC June 5, 2015 ex10-1.htm Exhibit 10.1 Binding Term Sheet re: Joint Development Agreement By and Between PRINCIPAL SOLAR, INC. and ENERGY SURETY PARTNERS, LLC June 5, 2015 This binding term sheet (the ?Agreement?) sets forth the general terms and conditions of the joint efforts of the named co-developers to develop one or more solar projects further described herein. This Agreement is intended to be, and is, bin
June 5, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 psww201506058k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 5, 2015 Date of Earliest Event Reported: June 5, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-193058 (Commission File Number) Delaware 27
May 21, 2015	EX-1.1	[●] Shares ●1 principal solar, Inc. Common Stock, par value $0.01 per share PURCHASE AGREEMENT Exhibit 1.1 [?] Shares ?1 principal solar, Inc. Common Stock, par value $0.01 per share PURCHASE AGREEMENT [?], 2015 Northland Securities, Inc. As Representative of the several Underwriters Named in Schedule I hereto c/o Northland Securities, Inc. 45 S. 7th Street, Suite 2000 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Principal Solar, Inc., a Delaware corporation (the ?Company?), proposes
May 21, 2015	S-1/A	As filed with the Securities and Exchange Commission on May 21, 2015 psww20150515s1a.htm As filed with the Securities and Exchange Commission on May 21, 2015 Registration No. 333-203075 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorpora
May 19, 2015	EX-10.30	WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PRINCIPAL SOLAR, INC. Exhibit 10.30 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT
May 19, 2015	EX-3.1	CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION FIRST: The name of this corporation shall be PRINCIPAL SOLAR, INC SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is The Company Corporation. THIRD: The purpose or purposes of the corporation shall
May 19, 2015	S-1/A	As filed with the Securities and Exchange Commission on May 18, 2015 psww20150515s1a.htm As filed with the Securities and Exchange Commission on May 18, 2015 Registration No. 333-203075 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorpora
May 19, 2015	EX-10.31	PROMISSORY NOTE AND SECURITY 2ND MODIFICATION AGREEMENT EX-10.31 8 ex10-31.htm EXHIBIT 10.31 Exhibit 10.31 PROMISSORY NOTE AND SECURITY 2ND MODIFICATION AGREEMENT May 11, 2015 WHEREAS Principal Solar, Inc. ("Debtor" or "Maker") and Michael Gorton ("Payee" or "Lender") entered into that certain Convertible Corporate Promissory Note dated December 1, 2014, (the "Note"), and the related Corporate Security Agreement of even date therewith ("Security Agreem
May 19, 2015	EX-1.1	EX-1.1
May 19, 2015	EX-10.29	Principal solar, inc. PURCHASE AND SALE AGREEMENT Series A Convertible Preferred Stock at $4.00 per Share EX-10.29 6 ex10-29.htm EXHIBIT 10.29 Exhibit 10.29 Principal solar, inc. PURCHASE AND SALE AGREEMENT Series A Convertible Preferred Stock at $4.00 per Share 1. Purchase and Sale: (a) The undersigned (the “Purchaser”) hereby agrees to purchase Five Hundred Thousand (500,000) shares of restricted Series A Convertible Preferred Stock (the “Shares” or the “Preferred Stock”) of Principal Solar, Inc., a
May 19, 2015	EX-4.6	PRINCIPAL SOLAR, INC. WARRANT AGREEMENT EX-4.6 5 ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 PRINCIPAL SOLAR, INC. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this "Agreement") is made and entered into as of May 15, 2015, between and between Principal Solar, Inc., a Delaware corporation (the “Company”) and SMCDLB, LLC (“Holder”). R E C I T A L S WHEREAS, the Company and Holder are parties to a Purchase and Sale Agreement attached hereto (the “Purch
May 19, 2015	EX-3.2	CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF PRINCIPAL SOLAR, INC. (Pursuant to Section 151 of the Delaware General Corporate Law of the State of Delaware) EX-3.2 4 ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF PRINCIPAL SOLAR, INC. (Pursuant to Section 151 of the Delaware General Corporate Law of the State of Delaware) PRINCIPAL SOLAR, INC., a corporation organized and existing under the Delaware General Corporate Law of the State of Delaware (the “Corpo
May 13, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 Commission File No. 333-193058 PRI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 Commission File No. 333-193058 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 27-3096175 (State or other jurisdiction of (I.R.S. Employer incorpo
May 13, 2015	EX-10.28	[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS] EX-10.28 2 ex10-28.htm EXHIBIT 10.28 Exhibit 10.28 THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement” or “MIPA”), dated as of March 2, 2015 (the “Effective Date”), is entered into by and between: (1) Innovative Solar Systems, LLC , a North Carolina limited liability company with an office at 171 Rolling Meadows Road, Fletcher, NC, 28732 (“Seller”); (2) Principal Solar, Inc., a Delaware corpo
May 12, 2015	EX-4.2	CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION psww2015033110q.htm Exhibit 4.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION Principal Solar, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), hereby adopts the following Certificate of Amendment to its Certificate of Incorporation and, DOES HEREBY CERTIFY: FIRST: The name of the Cor
May 12, 2015	EX-4.1	Binding Term Sheet for Issuance of Principal Solar, Inc. Series A Convertible Redeemable Preferred Stock May 6, 2015 EX-4.1 2 ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Binding Term Sheet for Issuance of Principal Solar, Inc. Series A Convertible Redeemable Preferred Stock May 6, 2015 This Binding Term Sheet (the “Agreement”) sets forth the general terms and conditions of the purchase by SMCDLB, LLC, a Georgia limited liability company (“Purchaser”), of the Preferred Shares (defined below). This Agreement is intended to
May 12, 2015	8-K	Financial Statements and Exhibits 8-K 1 psww201505098k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 12, 2015 Date of Earliest Event Reported: May 6, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-196058 (Commission File Number) Delaware 27-
May 1, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 psww201504308k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 1, 2015 Date of Earliest Event Reported: April 27, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-193058 (Commission File Number) Delaware 2
May 1, 2015	EX-10.1	ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT This ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (the “Agreement”) is entered into as of the date of the last execution hereof (the “Effective Date”) by and between Principal Solar, Inc., a Delaware corporation (“Client”), and Alpha Energy, a division of Alpha Technologies Services, a Nevada
April 20, 2015	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 20, 2015 Date of Earliest Event Reported: April 14, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-193058 (Commission File Number) Delaware 27-3096175 (State or other juris
April 7, 2015	POS AM	As filed with the Securities and Exchange Commission on April 7, 2015. psww20150311s1.htm As filed with the Securities and Exchange Commission on April 7, 2015. Registration No. 333-193058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdict
April 7, 2015	AW	Principal Solar FORM AW psww20150406aw.htm April 7, 2015 VIA EDGAR Attn: Michael Kennedy Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20659 Re: Principal Solar, Inc. Registration Statement No. 333-193058 Mr. Kennedy: On behalf of Principal Solar, Inc. (the ?Issuer?) we hereby request the withdrawal of the filing that was labeled Amendment No. 7 to the Registration Statement on Form S-1 (the ?A
April 2, 2015	S-1/A	As filed with the Securities and Exchange Commission on April 1, 2015. psww20150311s1.htm As filed with the Securities and Exchange Commission on April 1, 2015. Registration No. 333-193058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 7 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorpora
March 27, 2015	S-1	As filed with the Securities and Exchange Commission on March 27, 2015. psww20150311s1.htm As filed with the Securities and Exchange Commission on March 27, 2015. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 4911 (Primary Sta
March 17, 2015	EX-14.1	CODE OF BUSINESS CONDUCT PRINCIPAL SOLAR, INC. EMPLOYEES, OFFICERS, DIRECTORS AND OTHER KEY CONTRIBUTORS (Adopted by the Board of Directors on March 10, 2015) Exhibit 14.1 CODE OF BUSINESS CONDUCT FOR PRINCIPAL SOLAR, INC. EMPLOYEES, OFFICERS, DIRECTORS AND OTHER KEY CONTRIBUTORS (Adopted by the Board of Directors on March 10, 2015) One of the Core Values at Principal Solar is the commitment to ethical business practices. This means that we will keep our word, be honest and will maintain integrity in all of our actions. To reinforce this important value
March 17, 2015	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commission File No. 333-193058 PRINCIPAL SOLA Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commission File No. 333-193058 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware 27-3096175 (State or other jurisdiction of (I.R.S. Employer
March 6, 2015	EX-10.1	[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS] ex10-1.htm Exhibit 10.1 THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (?Agreement? or ?MIPA?), dated as of March 2, 2015 (the ?Effective Date?), is entered into by and between: (1) Innovative Solar Systems, LLC , a North Carolina limited liability company with an office at 171 Rolling Meadows Road, Fletcher, NC, 28732 (?Seller?); (2) Principal Solar, Inc., a Delaware corporation with an office at 27
March 6, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 psww201503038k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 6, 2015 Date of Earliest Event Reported: March 2, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-193058 (CommissionFile Number) Delaware 2
March 5, 2015	EX-10.3	SUBSIDIARY GUARANTEE ex99-5.htm Exhibit 10.3 EXHIBIT E SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of March 2, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agree
March 5, 2015	EX-4.1	8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 2, 2015 ex99-2.htm Exhibit 4.1 EXHIBIT A 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 T
March 5, 2015	EX-10.1	SECURITIES PURCHASE AGREEMENT ex99-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 2, 2015, between Principal Solar, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and c
March 5, 2015	EX-4.2	COMMON STOCK PURCHASE WARRANT PRINCIPAL SOLAR, INC. ex99-4.htm Exhibit 4.2 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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
March 5, 2015	EX-10.2	SECURITY AGREEMENT ex99-3.htm Exhibit 10.2 EXHIBIT D SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 2, 2015 (this “Agreement”), is among Principal Solar, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company that are a party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Con
March 5, 2015	8-K/A	Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 4, 2015 Date of Earliest Event Reported: March 2, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-196058 (Commission File Number) Delaware 27-3096175 (State or other juris
March 3, 2015	8-K	Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant psww201503018k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 3, 2015 Date of Earliest Event Reported: March 2, 2015 Principal Solar, Inc. (Exact name of registrant as specified in its charter) 333-193058 (Commission File Number) Delaware 27-3096175 (Sta
March 3, 2015	EX-10.1	SECURITIES PURCHASE AGREEMENT EX-10.1 4 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2015, between Principal Solar, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, sub
March 3, 2015	EX-4.2	COMMON STOCK PURCHASE WARRANT PRINCIPAL SOLAR, INC. ex99-4.htm Exhibit 4.2 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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
March 3, 2015	EX-10.3	SUBSIDIARY GUARANTEE ex99-5.htm Exhibit 10.3 EXHIBIT E SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of March 2, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agree
March 3, 2015	EX-10.2	SECURITY AGREEMENT ex99-3.htm Exhibit 10.2 EXHIBIT D SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 2, 2015 (this “Agreement”), is among Principal Solar, Inc., a Delaware corporation (the “Company”), certain of the Subsidiaries of the Company that are a party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Con
March 3, 2015	EX-4.1	8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 2, 2015 ex99-2.htm Exhibit 4.1 EXHIBIT A 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 T
February 4, 2015	424B3	Principal Solar, Inc. RESALE OF 3,217,870 SHARES OF COMMON STOCK Initial Public Offering Prospectus Supplement To Prospectus Dated January 23, 2015 Filed Pursuant to Rule 424(b)(3) Registration No.
January 30, 2015	CORRESP	PSWW / Principal Solar, Inc. CORRESP - - psww20150130corresp.htm January 30, 15 Ms. Liz Walsh U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Phone Number: (202) 551-3696 Re: Principal Solar, Inc. Registration Statement on Form S-1 File No. 333-193058 Request is hereby made to accelerate the effectiveness of the above referenced registration statement to 3:00 p.m. Eastern Standard Time, Tuesday, Februar
January 26, 2015	S-1/A	PSWW / Principal Solar, Inc. S-1/A - - FORM S-1/A As filed with the Securities and Exchange Commission on January 23, 2015 Registration No.
January 23, 2015	CORRESP	PSWW / Principal Solar, Inc. CORRESP - - cover.htm January 23, 2015 Ms. Mara L. Ransom Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Telephone Number: (202) 551-3720 Re: Principal Solar, Inc. Amendment No. 5 to Form S-1 Filed December 22, 2014 File No. 333-193058 Dear Ms. Ransom, In response to your comment letter dated January 15, 2015, Principal Solar, In
December 22, 2014	S-1/A	PSWW / Principal Solar, Inc. S-1/A - - FORM S-1/A psww20140912s1a.htm As filed with the Securities and Exchange Commission on December 22, 2014 Registration No. 333-193058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incor
December 22, 2014	EX-10	NOTE AND SECURITY MODIFICATION ex10-22.htm Exhibit 10.22 NOTE AND SECURITY MODIFICATION AGREEMENT December 5, 2014 WHEREAS Principal Solar, Inc. ("Debtor" or "Maker") and ("Payee" or "Lender") entered into that certain Convertible Corporate Promissory Note dated June 5, 2014, (the "Note"), and the related Corporate Security Agreement of even date therewith ("Security Agreement"); and WHEREAS the parties thereto wish to modify t
December 22, 2014	EX-4	PRINCIPAL SOLAR, INC. 2014 EQUITY INCENTIVE PLAN Adopted by the Board of Directors on June 11, 2014 EX-4 2 ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 PRINCIPAL SOLAR, INC. 2014 EQUITY INCENTIVE PLAN Adopted by the Board of Directors on June 11, 2014 1. Purposes of the Plan. Principal Solar, Inc., a Delaware corporation (the “Company”) hereby establishes the Principal Solar, Inc. 2014 Equity Incentive Plan (the “Plan”). The purposes of this Plan are to attract and retain the best available personnel for p
December 22, 2014	EX-10	INNOVATIVE SOLAR 46, LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT ex10-20.htm Exhibit 10.20 INNOVATIVE SOLAR 46, LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement” or “MIPA”), dated as of November 6, 2014 (the “Effective Date”), is entered into by and between: (1) Innovative Solar Systems, LLC , a North Carolina limited liability company with an office at 171 Rolling Meadows Road, Fletcher, NC, 28732 (“Seller”); (
December 22, 2014	CORRESP	PSWW / Principal Solar, Inc. CORRESP - - CORRESP 1 filename1.htm December 22, 2014 Ms. Mara L. Ransom Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Telephone Number: (202) 551-3720 Re: Principal Solar, Inc. Amendment No. 4 to Form S-1 Filed October 20, 2014 File No. 333-193058 Dear Ms. Ransom, In response to your comment letter dated November 10, 2014, Prin
December 22, 2014	EX-10	PRINCIPAL SOLAR, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT ex10-23.htm Exhibit 10.23 PRINCIPAL SOLAR, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Principal Solar, Inc. 2014 Equity Incentive Plan (the “Plan”). I. NOTICE OF STOCK OPTION GRANT Optionee: Address: You have been granted an Option to purchase Commo
December 22, 2014	EX-10	Exercise Agreement ex10-21.htm Exhibit 10.21 Exercise Agreement This Exercise Agreement (this “Exercise Agreement”) is made and entered into effective as of November 1, 2015, by and between Principal Solar, Inc., a Delaware corporation (the “Company”), and Steuben Investment Company II, L.P., a Delaware limited partnership (the “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed
October 20, 2014	EX-10	AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENT ex10-14.htm EXHIBIT 10.19 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is entered into as of October 7, 2014, by and between Principal Solar, Inc., a Delaware corporation (the “Company”), and Steuben Investment Company II, L.P., a Delaware limited partnership (“Holder”). Each of Company and Holder may be referred to herei
October 20, 2014	S-1/A	PSWW / Principal Solar, Inc. S-1/A - - FORM S-1/A psww20140912s1a.htm As filed with the Securities and Exchange Commission on October 17, 2014 Registration No. 333-193058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorp
October 20, 2014	CORRESP	PSWW / Principal Solar, Inc. CORRESP - - CORRESP 1 filename1.htm October 20, 2014 Ms. Mara L. Ransom Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Telephone Number: (202) 551-3720 Re: Principal Solar, Inc. Amendment No. 3 to Form S-1 Filed September 15, 2014 File No. 333-193058 Dear Ms. Ransom, In response to your comment letter dated October 2, 2014, Princ
September 15, 2014	CORRESP	PSWW / Principal Solar, Inc. CORRESP - - psww20140912corresp.htm September 15, 2014 Ms. Mara L. Ransom Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Telephone Number: (202) 551-3720 Re: Principal Solar, Inc. Amendment No. 2 to Form S-1 Filed July 17, 2014File No. 333-193058 Dear Ms. Ransom, In response to your comment letter dated August 6, 2014, Principal
September 15, 2014	S-1/A	PSWW / Principal Solar, Inc. S-1/A - - FORM S-1/A S-1/A 1 psww20140912s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. 333-193058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other j
July 17, 2014	EX-10	CONVERTIBLE CORPORATE PROMISSORY NOTE ex10-17.htm Exhibit 10.17 THIS NOTE AND ANY RESULTING EQUITY INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND
July 17, 2014	CORRESP	PSWW / Principal Solar, Inc. CORRESP - - psww20140717corresp.htm July 17, 2014 Ms. Mara L. Ransom Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Telephone Number: (202) 551-3720 Re: Principal Solar, Inc. Form S-1 Filed December 23, 2013 File No. 333-193058 Dear Ms. Ransom, In response to your comment letter dated May 29, 2014, Principal Solar, Inc. (the “Com
July 17, 2014	EX-99	PRINCIPAL SOLAR, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2012, and For the Three Months Ended March 31, 2013 ex99-2.htm Exhibit 99.2 PRINCIPAL SOLAR, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2012, and For the Three Months Ended March 31, 2013 Effective June 17, 2013, Principal Solar, Inc. ("PSI" or "Company") entered into an acquisition agreement with Vis Solis, Inc., a Tennessee limited liability company, and AstroSol, Inc., a Tennessee corpora
July 17, 2014	EX-10	CORPORATE SECURITY AGREEMENT ex10-18.htm Exhibit 10.18 CORPORATE SECURITY AGREEMENT THIS CORPORATE SECURITY AGREEMENT (“Agreement”), dated this 5th day of June 2014, is made by PRINCIPAL SOLAR, INC., a Delaware corporation (“Debtor”) to and in favor of (the “Lender”). W I T N E S S E T H: WHEREAS, Lender has agreed to lend Debtor $250,000.00, and Debtor is thereby indebted to the Lender in the sum of Two Hundred Fifty Thousan
July 17, 2014	S-1/A	PSWW / Principal Solar, Inc. S-1/A - - FORM S-1/A psww20140430s1a.htm As filed with the Securities and Exchange Commission on July 17, 2014 Registration No. 333-193058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorpora
May 5, 2014	8-K	Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K psww201405048k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 5, 2014 Date of Earliest Event Reported: May 5, 2014 Principal Solar, Inc. (Exact name of registrant as specified in its charter) Delaware 333-193058 27-3096175 (State or other jurisdiction of i
May 5, 2014	EX-99	EX-99 Exhibit 99.1
May 2, 2014	S-1/A	- FORM S-1/A psww20140430s1a.htm As filed with the Securities and Exchange Commission on May 2, 2014 Registration No. 333-193058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRINCIPAL SOLAR, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporati
May 2, 2014	EX-10	EX-10 ex1-2.htm Exhibit 10.16
May 2, 2014	EX-10	PROFESSIONAL SERVICES ex1-3.htm Exhibit 10.15 DNP FINANCIAL, LLC PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT (the "Agreement") made as of the 14th day of January 2014, between Principal Solar, Inc. (“Company”), a Delaware corporation with offices at 2700 Fairmont Street, Suite 150, Texas 75201, and DNP Financial, LLC ("DNPF") working through its principal, David N. Pilotte ("Consultant"), with
May 2, 2014	CORRESP	- Principal Solar.htm David M. Loev 6300 West Loop South, Suite 280 Telephone (713) 524-4110 John S. Gillies Bellaire, Texas 77401 Facsimile (713) 524-4122 Timothy J. Henderson* www.loevlaw.com * Of Counsel May 2, 2014 Ms. Mara L. Ransom Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Telephone Number: (202) 551-3720 Re:
May 2, 2014	EX-10	EX-10 EX-10 4 ex10-14.htm EXHIBIT 10.14 Exhibit 10.14
December 23, 2013	EX-10.2	Principal Solar, Inc. 2013 Equity Incentive Plan Nonstatutory Stock Option Agreement EXHIBIT 10.2 Principal Solar, Inc. 2013 Equity Incentive Plan Nonstatutory Stock Option Agreement Pursuant to your Nonstatutory Stock Option Grant Notice (“Grant Notice”) and this Nonstatutory Stock Option Agreement (“Option Agreement”), Principal Solar, Inc. (the “Company”) has granted you a nonstatutory stock option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shar
December 23, 2013	EX-3.3	Principal Solar, Inc (Delaware) Bylaws 1 EXHIBIT 3.3 BYLAWS OF CORPORATION BYLAWS (GENERAL) OF PRINCIPAL SOLAR, INC (HEREINAFTER “CORPORATION”) STATE OF DELAWARE ARTICLE I OFFICES The principal office of the Corporation in the state of Delaware shall be located in county of Kent. The Corporation may have such other offices, either within or without the state of Delaware, as the board of directors (hereinafter “Board of Directors”) may de
December 23, 2013	EX-3.1	CERTIFICATE OF INCORPORATION EXHIBIT 3.1 State Of Delaware Secretary Of State Division of Corporations Delivered 12:23PM 09/27/2012 FILED 11:59 AM 09/27/2012 SRV 121074663 – 5219241 FILE CERTIFICATE OF INCORPORATION FIRST: The name of this corporation shall be PRINCIPAL SOLAR, INC SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Dela
December 23, 2013	EX-10.8	PURCHASE AND SALE AGREEMENT by and between vis solis, LLC, as Seller and Designated Agent, Principal Solar, Inc., as Buyer Dated as of December 31, 2012 TABLE OF CONTENTS EXHIBIT 10.8 PURCHASE AND SALE AGREEMENT by and between vis solis, LLC, as Seller and Designated Agent, and Principal Solar, Inc., as Buyer Dated as of December 31, 2012 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS .................................................................................................................. 1 1.1 Certain Definitions..................................................
December 23, 2013	EX-3.2	STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Section 253 Parent into Subsidiary Page 1 of 2 EXHIBIT 3.2 State Of Delaware Secretary Of State Division of Corporations Delivered 11 :57 PM 10\|03\|2012 FILED 11 :57 AM 10\|03\|2012 SRV 121094569 - 5219241 FILE STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Section 253 Parent into Subsidiary Page 1 of 2 CERTIFICATE OF OWNERSHIP AND MERGER MERGING PRINCIPAL SOLAR, INC., A NEW YORK CORPORATION INTO PRINCIPAL SOLAR, INC, A DELAWARE CORPORATIO
December 23, 2013	EX-2.1	EXCHANGE AGREEMENT EX-2.1 2 ex2-1.htm EXHIBIT 2.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this "Agreement"), dated as of March 7, 2011, is by and among Kupper Parker Communications, Inc., a New York corporation ("KPCG"), Principal Solar, a Texas corporation ("PSI''), the shareholders of PSI identified on Annex A hereto (the "Shareholders" ) and Pegasus Funds LLC, as the sole shareholder of KPCG Preferred Stock a
December 23, 2013	EX-10.12	[SIGNATURE PAGE FOLLOWS] EXHIBIT 10.12 Execution Version GUARANTY This GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of June 10, 2013, by PRINCIPAL SOLAR, INC., a Delaware corporation (the “Guarantor”), in favor of BRIDGE BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), with reference to the following facts: A. Pursuant to that certa
December 23, 2013	EX-10.11	PLEDGE AND SECURITY AGREEMENT (Limited Liability Company Membership Interests) EXHIBIT 10.11 Execution Version PLEDGE AND SECURITY AGREEMENT (Limited Liability Company Membership Interests) This PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of June 10, 2013, by PRINCIPAL SOLAR, INC., a Delaware corporation ("PSI"), VIS SOLIS, INC., a Tennessee corporation ("VS") and ASTROSOL, INC., a Tennessee corporation ("AstroSol", and together with PSI and VS, individually
December 23, 2013	EX-10.5	PRINCIPAL SOLAR, INC. COMMON STOCK WARRANT EXHIBIT 10.5 THIS WARRANT AND THE SHARES OF STOCK THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTRATION UNDER THE ACT OR
December 23, 2013	EX-99.1	Glossary EXHIBIT 99.1 Glossary British Thermal Unit (BTU) A BTU is the amount of heat required to raise the temperature of 1 pound (0.454 kg) of liquid water by 1 °F (0.56 °C) at a constant pressure of one atmosphere. Gigawatt (GW) The gigawatt is equal to one billion watts or 1 gigawatt = 1000 megawatts. This unit is sometimes used for large power plants or power grids. Kilowatt (KW) The kilowatt is equal
December 23, 2013	EX-10.4	PRINCIPAL SOLAR EMPLOYMENT AGREEMENT EXHIBIT 10.4 PRINCIPAL SOLAR EMPLOYMENT AGREEMENT Confidential Document EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made between Principal Solar, Inc., a Delaware corporation (“The Company”), and R. Michael Martin (“Employee”) as of January 1, 2011. The parties acknowledge that (i) The Company wishes to employ Employee as Executive Vice President of The Company and (ii) Emp
December 23, 2013	EX-10.6	[SIGNATURE PAGE FOLLOWS] EXHIBIT 10.6 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE U
December 23, 2013	EX-10.10	LOAN AND SECURITY AGREEMENT by and between POWERHOUSE ONE, LLC, LINCOLN FARM I, LLC, LINCOLN FARM II, LLC, LINCOLN FARM III, LLC, LINCOLN FARM IV, LLC BRIDGE BANK, NATIONAL ASSOCIATION EXHIBIT 10.10 Execution Version LOAN AND SECURITY AGREEMENT by and between POWERHOUSE ONE, LLC, LINCOLN FARM I, LLC, LINCOLN FARM II, LLC, LINCOLN FARM III, LLC, LINCOLN FARM IV, LLC and BRIDGE BANK, NATIONAL ASSOCIATION Execution Version TABLE OF CONTENTS Page 1. Definitions and Construction ..........................................................................................................
December 23, 2013	EX-10.1	PRINCIPAL SOLAR EMPLOYMENT AGREEMENT EX-10.1 7 ex10-1.htm EXHIBIT 10.1 PRINCIPAL SOLAR EMPLOYMENT AGREEMENT CONFIDENTIAL DOCUMENT EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made between Principal Solar, Inc., a Delaware corporation (“The Company”), and Michael Gorton (“Employee”) as of January 1, 2012. The parties acknowledge that (i) The Company wishes to employ Employee as Chief Executive Officer of The Com
December 23, 2013	EX-4.1	EX-4.1 EXHIBIT 4.1
December 23, 2013	EX-10.3	Principal Solar, Inc. Nonstatutory Stock Option Grant Notice (2013 Equity Incentive Plan) EX-10.3 9 ex10-3.htm EXHIBIT 10.3 Principal Solar, Inc. Nonstatutory Stock Option Grant Notice (2013 Equity Incentive Plan) Principal Solar, Inc. (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder a nonstatutory stock option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms
December 23, 2013	S-1	Registration Statement - As filed with the Securities and Exchange Commission on December 23, 2013 Registration No.
December 23, 2013	EX-10.7	REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") dated as of June 14, 2013, is by and between PRINCIPAL SOLAR, INC. a Delaware corporation (the "Company"), and the undersigned holder ("Holder"). WITNESSETH: WHEREAS, the Company has previously sold Holder 2,909,091 shares of common stock, $0.001 par value per share of the Company (together with all ot
December 23, 2013	EX-10.13	CONSULTING AGREEMENT EXHIBIT 10.13 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made and entered into effective as of December 4, 2013 (the "Effective Date") by Principal Solar Inc, a Delaware corporation (the "Company"), and Carlyle Capital Markets, Inc., a Texas corporation ("Consultant"). RECITALS: WHEREAS, the Consultant has certain skills, experience, relationships, contacts and abilities
December 23, 2013	EX-10.9	FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT EXHIBIT 10.9 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Fir A nn ) is entered into as of February 14, 2013, by and between vis Solis, LLC, a Temxes,ee Limited Liability Company, and AstroSol, Inc., a Tennessee Corporation (hereinafter jointly referred w as the "Seller" and Principal Solar, Inc., a Delaware corporation (as "Buyer"). ~Il

PSWW / Principal Solar, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Grundlæggende statistik

SEC Filings

SEC Filings (Chronological Order)