THE APPLICABLE LAWS OF
ANY OTHER RELEVANT JURISDICTION PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.
ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF A PURCHASE OF THE COMMON STOCK AND
WARRANTS COMPRISING THE SECURITIES FOR AN INDEFINITE PERIOD OF TIME. THERE WILL
BE NO PUBLIC MARKET FOR THE COMMON STOCK AND WARRANTS, AND, EXCEPT AS SET FORTH
IN THE AGREEMENT, THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER
THE COMMON STOCK AND WARRANTS UNDER THE SECURITIES ACT, ANY STATE SECURITIES
LAWS OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. INVESTMENT IN THE COMMON
STOCK AND WARRANTS INVOLVES CERTAIN SIGNIFICANT INVESTMENT RISKS, INCLUDING
RISKS OF LOSS OF CAPITAL OR ENTIRE INVESTMENT.
THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO PURCHASE SECURITIES IN ANY STATE WHERE IT WOULD BE UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION AND DOES NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION TO ANY MEMBER OF THE GENERAL PUBLIC.
THIS AGREEMENT CONSTITUTES AN
OFFER ONLY TO THE PERSON OR ENTITY NAMED A PARTY HERETO, AND WHOSE SIGNATURE IS
REQUIRED BELOW, AND ONLY IF IT IS SIGNED ON BEHALF OF THE COMPANY.
ANY
DISTRIBUTION OF THIS AGREEMENT TO ANY PERSON OR ENTITY OTHER THAN THE PERSON OR
ENTITY NAMED BELOW IS UNAUTHORIZED.
IN MAKING AN INVESTMENT DECISION, THE POTENTIAL INVESTOR MUST RELY ON ITS OWN
EXAMINATION OF THE SECURITIES AND THE COMPANY, AS WELL AS THE TERMS OF THIS
AGREEMENT AND THE COMPANY'S OTHER GOVERNING DOCUMENTS.
THIS AGREEMENT CONTAINS PROPRIETARY AND CONFIDENTIAL INFORMATION OF SUMMER
ENERGY HOLDINGS, INC.; BY ACCEPTING DELIVERY OF THIS AGREEMENT THE PURCHASER
AGREES NOT TO DISCLOSE ANY INFORMATION CONTAINED HEREIN EXCEPT TO HIS OR ITS
LEGAL COUNSEL AND OTHER PROFESSIONAL ADVISORS IN CONNECTION WITH AN EVALUATION
OF THE ADVISABILITY OF INVESTING IN THE COMPANY PURSUANT TO THE TERMS OF THIS
AGREEMENT.
2
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made effective as of the
____ day of ____________, 2015, by and among Summer Energy Holdings, Inc., a
Nevada corporation (the "Company"), and the undersigned investor (the
"Investor").
RECITALS
WHEREAS, the Investor wishes to purchase from the Company, and the Company
wishes to sell and issue to the Investor, upon the terms and conditions stated
in this Agreement, one hundred thousand (100,000) units (each a "Unit" and
collectively the "Units"), with each Unit consisting of the following (i) one
(1) share of the Company's Common Stock, par value $0.001 per share (the "Common
Stock"), and (ii) a warrant (the "Unit Warrant") to purchase one (1) share of
the Company's Common Stock at an exercise price of $1.50 per share in the form
attached hereto as Exhibit A; and
WHEREAS, subject to the terms and conditions of this Agreement, the Investor
also agrees to make a loan (the "Loan") to the Company in the principal amount
of One Hundred Thousand Dollars ($100,000), which Loan will be evidenced by an
unsecured promissory note (the