Exhibit 10.30
SECURITIES PURCHASE AGREEMENT
PLEASE READ THE FOLLOWING LEGENDS CAREFULLY:
SUMMER ENERGY HOLDINGS, INC. (THE "COMPANY") IS OFFERING TO SELL SECURITIES
(COLLECTIVELY THE "SECURITIES"), INCLUDING (I) 100,000 UNITS AT A PRICE OF $1.00
PER UNIT, WITH EACH UNIT CONSISTING OF (A) ONE SHARE OF THE COMPANY'S COMMON
STOCK, AND (B) A WARRANT TO PURCHASE ONE SHARE OF THE COMPANY'S COMMON STOCK,
AND (II) A PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $100,000 AND A WARRANT TO
PURCHASE 100,000 SHARES OF COMMON STOCK.
THE SECURITIES BEING OFFERED FOR SALE
PURSUANT TO THIS AGREEMENT INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD
BE CONSIDERED EXTREMELY SPECULATIVE.
THEY SHOULD NOT BE PURCHASED BY PERSONS
WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THEIR ENTIRE INVESTMENT.
THIS AGREEMENT INVOLVES SUBSTANTIAL RISK, INCLUDING, BUT NOT LIMITED TO, RISKS
ARISING FROM THE COMPANY'S LACK OF OPERATING HISTORY, FINANCIAL ASSETS AND
REVENUES, COMPETITION, LACK OF DIVERSIFICATION, AND THE ABSENCE OF A MARKET FOR
AND RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES AND THE SECURITIES
UNDERLYING SAID SECURITIES.
THIS AGREEMENT OF THE COMPANY IS OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC")
AND APPLICABLE STATE SECURITIES COMMISSIONS. HOWEVER, THE SECURITIES AND
EXCHANGE COMMISSION AND SUCH STATE COMMISSIONS HAVE NOT MADE AN INDEPENDENT
DETERMINATION THAT THE SECURITIES OFFERED HEREBY ARE EXEMPT FROM
REGISTRATION.
IN ADDITION, THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY SUCH STATE SECURITIES
COMMISSION, NOR HAVE ANY SUCH AGENCIES PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS AGREEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY
PRIOR OR SUBSEQUENT COMMUNICATIONS FROM ANY OF OUR MANAGEMENT, AGENTS,
REPRESENTATIVES OR EMPLOYEES, AS INVESTMENT, LEGAL, TAX, OR ACCOUNTING
ADVICE.
THE PURCHASER OF THE SECURITIES SHOULD CONSULT ITS OWN ATTORNEY,
ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX, ACCOUNTING AND
OTHER RELATED MATTERS CONCERNING THE PURCHASE OF THE SECURITIES.
ANY REPRODUCTION OR DISTRIBUTION OF THIS AGREEMENT, IN WHOLE OR IN PART, OR THE
DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT OUR PRIOR WRITTEN CONSENT, IS
STRICTLY PROHIBITED.
THE SECURITIES OFFERED FOR SALE UNDER THIS AGREEMENT ARE OFFERED SUBJECT TO
WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFERING WITHOUT PRIOR NOTICE TO
THE PURCHASER PURSUANT TO THE TERMS OF THIS AGREEMENT; AND TO CERTAIN OTHER
CONDITIONS SPECIFIED HEREIN. THE COMPANY RESERVES THE RIGHT TO ACCEPT OR REJECT
ANY AGREEMENT, IN WHOLE OR IN PART, FOR ANY REASON OR NO REASON.
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THE SECURITIES OFFERED UNDER THIS AGREEMENT MAY BE SUBSCRIBED FOR AND PURCHASED
ONLY IF A POTENTIAL INVESTOR IS AN ACCREDITED INVESTOR, AS THAT TERM IS DEFINED
IN THE GENERAL RULES AND REGULATIONS PROMULGATED PURSUANT TO THE SECURITIES ACT
OF 1933, AS AMENDED.
THE COMMON STOCK AND WARRANTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT, THE APPLICABLE STATE SECURITIES LAWS AND