SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/09/22 Solar Integrated Roofing Corp. 10-12G 40:10M Southridge Svcs Inc./FA |
Document/Exhibit Description Pages Size 1: 10-12G Form 10 HTML 1.68M 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 17K 3: EX-3.2 Bylaws of the Registrant HTML 179K 4: EX-3.3 Certificate of Designation of Series A & B HTML 45K Preferred Filed With the Secretary of State of the State of Nevada, Dated 01/13/2020 5: EX-3.4 Certificates of Designation of Series C & D HTML 47K Preferred Filed With the Secretary of the State of Nevada, Dated 06/11/2021 6: EX-10.1 Share Exchange Agreement Between Registrant and HTML 138K Secure Roofing and Solar, Inc., Dated 02/11/2019 15: EX-10.10 Agreement and Plan of Merger by and Between HTML 210K Registrant and Balance Authority, LLC Dated 04/28/2021 16: EX-10.11 Agreement and Plan of Merger by and Between HTML 225K Registrant and Kinetic Investments, Inc. Dba Future Home Power, Dated 06/01/2021 17: EX-10.12 Membership Interest Purchase and Employment HTML 135K Agreement by and Between Registrant, Usa Solar Network LLC, Pablo Diaz, Sunup Solar LLC, and Elijah Chaffino Dated 6/30/2021 and 10/6/2021 18: EX-10.13 Agreement and Plan of Merger by and Between HTML 235K Registrant and Renovation Roofing, Inc. Dated 7/3/2021 19: EX-10.14 Employment Agreement With David Massey Dated HTML 35K 4/7/2021 20: EX-10.15 Employment Agreement With Troy Clymer Dated HTML 30K 6/1/2021 21: EX-10.16 Employment Agreement With Wanda Witoslawski Dated HTML 33K 11/30/2021 22: EX-10.17 $161,000 Redeemable Note With Granite Global Value HTML 231K Investments, Ltd. Dated 1/19/2021 23: EX-10.18 $1,025,000 Redeemable Note With Granite Global HTML 235K Value Investments, Ltd. Dated 1/27/2021 24: EX-10.19 Convertible Promissory Note With Rb Capital HTML 84K Partners, Inc. Dated 2/8/2021 7: EX-10.2 Membership Interest Purchase Agreement by and HTML 79K Between Registrant and Narrate, LLC, Dated 08/20/2019 25: EX-10.20 Convertible Promissory Note With Rb Capital HTML 86K Partners, Inc. Dated 2/18/2021 26: EX-10.21 $1,025,000 Redeemable Note With Granite Global HTML 230K Value Investments, Ltd. Dated 2/23/2021 27: EX-10.22 Convertible Promissory Note With Rb Capital HTML 87K Partners, Inc. Dated 2/26/2021 28: EX-10.23 $3,250,000 Redeemable Note With Granite Global HTML 228K Value Investments, Ltd. Dated 3/18/2021 29: EX-10.24 $5,000,000 Redeemable Note With Granite Global HTML 226K Value Investments, Ltd. Dated 6/1/2021 30: EX-10.25 $1,600,000 Redeemable Note With Granite Global HTML 222K Value Investments, Ltd. Dated 8/30/2021 31: EX-10.26 Convertible Promissory Note With Jefferson Street HTML 90K Capital, LLC Dated 10/5/2021 32: EX-10.27 Convertible Promissory Note With Jefferson Street HTML 89K Capital, LLC Dated 11/18/2021 33: EX-10.28 Convertible Promissory Note With Jefferson Street HTML 71K Capital, LLC Dated 11/18/2021 34: EX-10.29 Convertible Promissory Note With Mammoth HTML 91K Corporation Dated 1/19/2022 8: EX-10.3 Stock Purchase Agreement by and Between Registrant HTML 248K and McKay Roofing Company Inc., Dated 09/10/2019 as Amended 35: EX-10.30 Promissory Note Receivable From Arbiter Capital HTML 27K LLC Dated 10/5/2021 36: EX-10.31 Senior Secured Redeemable Debenture With Tca HTML 73K Special Situations Credit Strategies Icav Dated 1/2/2020 37: EX-10.32 Stock Purchase Agreement by and Between Registrant HTML 32K and Milholland Family Trust Lp Dated 7/20/2021 38: EX-10.33 Novation to Irrevocable Purchase Offer to David HTML 35K Massey Dated 7/1/2021 39: EX-10.34 Confidential Settlement Agreement and Mutual HTML 65K Release Between Solar Integrated Roofing Corp and Cornerstone Construction Team LLC Effective May 31,2022 40: EX-10.35 SEC Auditors' Consent Letter HTML 15K 9: EX-10.4 Stock Purchase Agreement by and Between Registrant HTML 136K and Milholland Electric, Inc., Dated 01/17/2020 10: EX-10.5 Amended Stock Purchase Agreement by and Between HTML 35K Registrant and Montross Companies, Inc., LLC, Dated 03/01/2020 as Amended 11: EX-10.6 Contract for the Purchase and Sale of A Business HTML 59K by and Between Registrant and Approved Home Pres Dated 11/4/2020 and Revised 4/12/2021 12: EX-10.7 Agreement and Plan of Merger by and Between HTML 236K Registrant and Enerev LLC Dated 1/21/2021 13: EX-10.8 Stock Purchase Agreement by and Between Registrant HTML 125K and Cornerstone Construction Team, LLC, Dated 02/24/2021 14: EX-10.9 Stock Purchase Agreement by and Between Registrant HTML 150K and Pacific Lighting Management, Inc. Dated 3/16/2021
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
SOLAR INTEGRATED ROOFING CORPORATION
CONVERTIBLE PROMISSORY NOTE
Principal Amount: $4,500,000.00 USDFebruary 26, 2021
WHEREAS on February 26, 2021, RB Capital Partners, Inc., with its offices at 2856 Torrey Pines Road, La Jolla, California 92037 (the "Holder") loaned funds totaling, $4,500,000.00 to Solar Integrated Roofing Corporation, a Nevada corporation with its office at 1475 N. Cuyamaca St.; El Cajon, CA 92020 (the "Company"). Payment for the loan was made directly to the Company in the form of a Wire Transfer.
WHEREAS the Company and Holder further agreed that such services provided by the Holder to the Company would be evidenced in a convertible note, which convertible note would be convertible into shares of common stock of the Company at the rate of $3.00 in accordance with Section 3 below;
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:
I. Principal and Interest.
1.1The Company, for value received, hereby promises to pay to the order of the Holder the sum of Four Million Five Hundred Thousand Dollars ($4,500,000.00), which amount represents the amount owed to Holder as of February 26, 2021.
1.2This Convertible Promissory Note (the "Note") shall bear five percent (5%) interest per annum. The Note is for a period of (12) months and cannot be converted until (6) months from the date first written above has passed.
1.3Upon payment in full of the principal, this Note shall be surrendered to the Company for cancellation.
1.4The principal under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.
1
2.Attorney's Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal payable hereunder, reasonable attorneys' fees and costs incurred by the Holder.
3.Conversion.
3.1Voluntary Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and non-assessable whole shares of the Company's $0.00001 Par Value common stock ("Common Stock") determined in accordance with Section 3.2 below.
3.2Shares Issuable. The number of whole shares of Common Stock into which this Note may be voluntarily converted (the "Conversion Shares") shall be determined by dividing the aggregate principal amount borrowed hereunder by $3.00 (the "Note Conversion Price"); provided, however, that, in no event, shall Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (I) the number of shares of Common stock beneficially owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in the beneficial ownership by Holder and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and Regulation 13O-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Note Conversion Price. The Term "Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the Company's option, accrued and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to the conversion date, provided; however, that the Company shall have the right to pay any or all interest in cash.
3.3Notice and Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice at least five (5) business days prior to the time that the Company repays this Note. If the Holder elects to convert this Note, the Holder shall provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount was not so converted, a new note representing such balance.
2
3.4Other Conversion Provisions.
(a)Adjustment of Note Conversion Price. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be unaffected. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be unaffected.
(b)Common Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term "Common Stock" shall mean the Common Stock of the Company authorized as ofthe date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.
3.5No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal hereunder that is not so converted.
4.Representations. Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:
(a)Authorization; Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b)Governmental Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the pa1t of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefor.
(c)No Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.
3
5.Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of the Holder:
(a)Investment Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.
(b)Private Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth in this Section 8.
(c)Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.
(d)Risk of No Registration. The Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "I 934 Act"), or file reports pursuant to Section l 5(d) of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell the Common Stock issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. The Holder also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.
6.Assignment. Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
7.Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.
8.Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.
9.Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.
4
10.Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions thereof.
11.Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.
12.Waiver by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
13.Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.
14.Severability. lf one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.
15.No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.
[SIGNATURE PAGE TO FOLLOW]
5
IN WITNESS WHEREOF, Solar Integrated Roofing Corporation has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.
|
| SOLAR INTEGRATED ROOFING CORPORATION |
| |
|
|
|
|
|
| Date: February 26, 2021 | By: | /s/ David Massey |
|
|
|
| David Massey |
|
|
| Its: | CEO & Director |
|
|
|
|
|
|
|
| RB CAPITAL PARTNERS, INC. |
| |
|
|
|
|
|
| Date: February 26, 2021 |
| /s/Brett Rosen |
|
|
| Its: | Managing Member |
|
|
|
|
|
|
6
This ‘10-12G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 9/9/22 | None on these Dates | ||
Filed on: | 9/8/22 | |||
2/26/21 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/23 SEC UPLOAD¶ 5/30/23 2:40K Solar Integrated Roofing Corp. 3/28/23 SEC UPLOAD¶ 5/30/23 2:40K Solar Integrated Roofing Corp. 11/21/22 SEC UPLOAD¶ 5/30/23 2:69K Solar Integrated Roofing Corp. 11/21/22 Solar Integrated Roofing Corp. 10-Q 9/30/22 99:9M Southridge Svcs Inc./FA 11/09/22 Solar Integrated Roofing Corp. 10-12G/A 1:1.8M Southridge Svcs Inc./FA 10/28/22 Solar Integrated Roofing Corp. 10-12G/A 1:1.8M Southridge Svcs Inc./FA 10/07/22 SEC UPLOAD¶ 5/30/23 2:76K Solar Integrated Roofing Corp. |