(b) it has no direct or indirect affiliation or association with any
Financial Industry Regulatory Authority ("FINRA") member as of the date
hereof.
Exceptions:
(If no exceptions, write "none." If left blank, response will be deemed to be
"none.")
Please confirm the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose. By executing this
Agreement, you acknowledge that the Company may use or rely upon (i) the
information in paragraph 4 above, (ii) the representations and warranties in
Section 5 of the Terms and Conditions, solely with respect to the Investors and
(iii) the name and address information below in preparation of the Registration
Statement (as defined in Annex II).
AGREED AND ACCEPTED:
POWER EFFICIENCY CORPORATION
INVESTORS:
By:
Name: John ("BJ") Lackland
Title: CFO
ANNEX I
SCHEDULE OF INVESTORS
NAME AND ADDRESS
OF PURCHASER
NUMBER
OF UNITS
AMOUNT OF
CONVERTED
NOTE AND
INTEREST
(if any)
AMOUNT OF
CANCELLED
DEFERRED
COMPENSATION
(if any)
AGGREGATE
PURCHASE
PRICE
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
CONFIDENTIAL SUMMARY OF TERMS AND CONDITIONS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE SECURITIES ARE BEING OFFERED PURSUANT TO EXEMPTIONS
FROM REGISTRATION REQUIREMENTS PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT,
REGULATION D AND RULE 506 THEREUNDER, CERTAIN STATE SECURITIES LAWS AND CERTAIN
RULES AND REGULATIONS PROMULGATED PURSUANT THERETO.
THE SECURITIES MAY NOT BE
TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS DOCUMENT
DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE
SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
ANNEX II
TERMS AND CONDITIONS FOR PURCHASE OF UNITS
1.
Authorization and Sale of the Units. Subject to these Terms and
Conditions, the Company has authorized the sale and issuance of up to
375,000 Units.
2.
Agreement to Sell and Purchase the Units. At each Closing (as
defined in Section 3), the Company will sell to each Investor, and such Investor
will severally purchase from the Company, upon the terms and conditions
hereinafter set forth, the number of Units set forth opposite such Investor's
name in Annex I to the Securities Purchase Agreement (the "Agreement") to which
these Terms and Conditions are attached as Annex II,