0001683168-20-002099.txt : 20200629 0001683168-20-002099.hdr.sgml : 20200629 20200629091506 ACCESSION NUMBER: 0001683168-20-002099 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 25 FILED AS OF DATE: 20200629 DATE AS OF CHANGE: 20200629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Principal Solar, Inc. CENTRAL INDEX KEY: 0001587476 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 273096175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11253 FILM NUMBER: 20996049 BUSINESS ADDRESS: STREET 1: 211 N. ERVAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 855-774-7799 MAIL ADDRESS: STREET 1: 2560 KING ARTHUR BLVD STREET 2: SUITE 124 PMB 65 CITY: LEWISVILLE STATE: TX ZIP: 75056 1-A 1 primary_doc.xml 1-A LIVE 0001587476 XXXXXXXX Principal Solar, Inc. DE 2012 0001587476 1381 27-3096175 2 0 100 CRESCENT COURT SUITE 700 DALLAS TX 75201 214-885-0032 DONNELL SUARES Other 0.00 544000.00 1000000.00 0.00 1846751.00 578311.00 545251.00 2342463.00 -495712.00 1846751.00 0.00 -244.00 0.00 -726111.00 -0.06 -0.06 Common Stock 62014392 74255T202 None PREFERRED STOCK SERIES B 1000000 000000000 None None 0 000000000 None true true Tier1 Unaudited Equity (common or preferred stock) Y N Y Y N N 100000000 62014392 0.1000 10000000.00 0.00 0.00 0.00 10000000.00 Donnell E. Suares 40000.00 Various States 2500.00 9900000.00 true CO NY true PART II AND III 2 principal_1a-poc.htm PRELIMINARY OFFERING CIRCULAR

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. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

Principal Solar, Inc.

$10,000,000

100,000,000 SHARES OF COMMON STOCK

$0.10 PER SHARE

This is the public offering of securities of Principal Solar, Inc., a Delaware corporation. We are offering 100,000,000 shares of our common stock, par value $0.01 (“Common Stock”), at an offering price of $0.10 per share (the “Offered Shares”) by the Company, for a total offering of $10 million. This Offering will terminate on twelve months from the day the Offering is qualified or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”).

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 5 of this Offering Circular.

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. The aggregate offering price is be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price or aggregate sales attributable to cash received in a foreign currency will be translated into United States currency at a currency exchange rate in effect on, or at a reasonable time before, the date of the sale of the securities. If securities are not sold for cash, the aggregate offering price or aggregate sales will be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Valuations of non-cash consideration will be reasonable at the time made.

Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

Our Common Stock is traded in the OTCMarket Pink Open Market under the stock symbol “PSWW.”

Investing in our Common Stock involves a high degree of risk. See “Risk Factors“ beginning on page 5 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

	Per Share	Total Maximum
Public Offering Price (1)(2)	$0.10	$10,000,000
Underwriting Discounts and Commissions (3)	$0.00	$0
Proceeds to Company	$0.10	$10,000,000

(1) We are offering shares on a continuous basis. See “Distribution – Continuous Offering”.

(2) This is a “best efforts” offering. The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. See “How to Subscribe.”

(3) We are offering these securities without an underwriter.

Our Board of Directors used its business judgment in setting a value of $0.10 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

No sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The date of this Offering Circular is June 29, 2020.

TABLE OF CONTENTS

	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
SUMMARY		2
THE OFFERING		4
RISK FACTORS		5
USE OF PROCEEDS		21
DILUTION		24
DISTRIBUTION		25
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		27
BUSINESS		30
MANAGEMENT		36
EXECUTIVE COMPENSATION		38
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		39
PRINCIPAL STOCKHOLDERS		41
DESCRIPTION OF SECURITIES		42
DIVIDEND POLICY		46
SECURITIES OFFERED		46
SHARES ELIGIBLE FOR FUTURE SALE		46
LEGAL MATTERS		47
EXPERTS		47
WHERE YOU CAN FIND MORE INFORMATION		47
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

In this Offering Circular, unless the context indicates otherwise, references to “Principal Solar”, “we”, the “Company”, “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Principal Solar, Inc.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.

NASAA UNIFORM LEGEND

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED ‘BLUE SKY’ LAWS).

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO FOREIGN INVESTORS

IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER’S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER.

Forward Looking Statement Disclosure

This Form 1-A, Offering Circular, and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form 1-A, Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company’s current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as ‘anticipate,’ ‘estimate,’ ‘expect,’ ‘project,’ ‘plan,’ ‘intend,’ ‘believe,’ ‘may,’ ’should,’ ‘can have,’ ‘likely’ and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. The forward-looking statements contained in this Form 1-A, Offering Circular, and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form 1-A, Offering Circular, and any documents incorporated by reference, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company’s control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, the Company’s actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Any forward-looking statement made by the Company in this Form 1-A, Offering Circular or any documents incorporated by reference herein speaks only as of the date of this Form 1-A, Offering Circular or any documents incorporated by reference herein. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary”, “Risk Factors”, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “should”, “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

The speculative nature of the business we intend to develop;

Our reliance on suppliers and customers;

Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a “going concern;”

Our ability to effectively execute our business plan;

Our ability to manage our expansion, growth and operating expenses;

Our ability to finance our businesses;

Our ability to promote our businesses;

Our ability to compete and succeed in highly competitive and evolving businesses;

Our ability to respond and adapt to changes in technology and customer behavior; and

Our ability to protect our intellectual property and to develop, maintain and enhance strong brands.

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Company Information

The Company, sometimes referred to herein as “we,” “us,” “our,” and the “Company” and/or “Principal Solar” was incorporated on July 8, 2010, under the laws of the State of Texas and became a New York corporation upon consummation of a reverse merger. On March 7, 2011, the Company was acquired by Kupper Parker Communications, Inc. (“KPCG”), then a public shell company, in a reverse merger transaction whereby KPCG merged with and into Principal Solar, with KPCG remaining as the surviving corporation and Principal Solar becoming a wholly owned subsidiary of KPCG. In connection with the merger, the Company changed its corporate name from “Kupper Parker Communications, Inc.” to “Principal Solar, Inc.”. In accordance with the terms of this transaction, the shareholders of Principal Solar exchanged all of their shares of Principal Solar's $.01 par value common stock ("Common Stock") for shares of KPCG common stock that, immediately following the transaction, represented approximately 82 percent of the issued and outstanding Common Stock of the Company. In October 2012, the Company was re-domiciled in Delaware. The Company was authorized to issue 300,000,000 shares of Common Stock with a par value of $.01 per share and 100,000,000 shares of preferred stock with a par value of $0.01 per share ("Preferred Stock"). In April 2016, the Company amended its Certificate of Incorporation reducing authorized shares to 15,000,000 shares of Common Stock and 2,000,000 shares of preferred stock. Par value of $.01 per share remained unchanged. On November 29, 2019, the Company amended its Certificate of Incorporation to designate one million (1,000,000) shares of the Corporations authorized preferred stock as Non-Convertible “Series B” Preferred stock. On January 3, 2020, the Company amended its Certificate of Incorporation to increasing authorized shares to 1,000,000,000 shares of Common Stock).

Principal Solar, Inc. offices are located at 100 Crescent Court, Suite 700, Dallas, Texas, 75201. Our telephone number is 214-885-0032 and our email address is kbrycetoussaint@gmail.com.

Principal Solar, Inc. was originally created as a solar power company to build and operate utility-scale projects. On March 1, 2020, Principal Solar, Inc. shifted its business model and operations to focus on the reduction of carbon dioxide (CO2) emissions through efficient oil extraction technologies.

Our business strategy will include licensing intellectual properties which support the development of Green Energy Solutions and monetizing assets in the Natural Gas Sector (Blue Energy). The synthesis of monetizing assets in the Green Energy and Blue Energy space is referred to as the “Teal Deal”.

Through our wholly-owned subsidiary Bayou Road Investments, Inc., we have licensed oil extraction technologies to remove hydrocarbons from existing oil wells while bringing up less than 2% water to the surface. We will work with owners and leaseholders of idle and inefficient oil wells who can use our oil extraction technologies to transform their oil wells into highly efficient oil producers while reducing CO2 emissions.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Dividends

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.

Trading Market

Our Common Stock trades in the OTCMarket Pink Open Market Sheets under the symbol PSWW.

K. Bryce Toussaint, the Company’s Chief Executive Officer, Interim Chief Financial Officer and member of the Company’s Board of Directors, is the owner of all of the outstanding shares of the Company’s Series B Non-Convertible Preferred Stock. Series B Preferred shareholders have voting rights equal to eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of the shareholders of the Corporation or action by written consent of shareholders. Thus, Mr. Toussaint possesses significant influence and can elect a majority of our Board of Directors and authorize or prevent proposed significant corporate transactions. Mr. Toussaint’s ownership and control of Series B Non-Convertible Preferred Stock may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer. Mr. Toussaint’s ownership and control of Series B Preferred Stock gives him the control of 80% of the Company’s voting shares regardless of the number of shares sold pursuant to this Offering. If you acquire our Shares, you will have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our Shares. Such concentrated control may also make it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third party or enter into different transactions, which require shareholder approval. These provisions could also limit the price that investors might be willing to pay in the future for our Shares.

THE OFFERING

______

Issuer:		Principal Solar, Inc.

Securities offered:		A maximum of 100,000,000 shares of our common stock, par value $0.01 (“Common Stock”) at an offering price of $0.10 per share (the “Offered Shares”). (See “Distribution.”), for a total offering of $10 million.

Number of shares of Common Stock outstanding before the offering		-62,014,392 issued and outstanding as of June 23, 2020

Number of shares of Common Stock to be outstanding after the offering		-162,014,392 shares, if the maximum amount of Offered Shares are sold

Price per share:		$0.10

Maximum offering amount:		100,000,000 shares at $0.10 per share, or $10,000,000 (See “Distribution.”)

Trading Market:		Our Common Stock is trading on the OTC Markets Pink Open Market Sheets division under the symbol “PSWW”.

Use of proceeds:		If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses) will be $9,900,000. We will use these net proceeds for working capital and other general corporate purposes.

Risk factors:		Investing in our Common Stock involves a high degree of risk, including: Immediate and substantial dilution. Limited market for our stock. See “Risk Factors.”

Investment Analysis

There is no assurance Principal Solar, Inc. will be profitable, or that management’s opinion of the Company’s future prospects will not be outweighed in the by unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.

RISK FACTORS

____________

The purchase of the Company’s Common Stock involves substantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company’s business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.

The discussions and information in this Offering Circular may contain both historical and forward-looking statements. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ from the Company’s current expectations.

Before investing, you should carefully read and carefully consider the following risk factors:

The Current Coronavirus Pandemic May Adversely Affect the Global Economy and the Company’s Operations

As has been widely reported, the emergence of a novel coronavirus (SARS-CoV-2) and a related respiratory disease (COVID-19) in China resulted in the spread to additional countries throughout the world, including the United States, leading to a global pandemic.

The COVID-19 pandemic has led to severe disruptions and volatility in the global supply chain, market and economies, and those disruptions have since intensified and will likely continue for some time. Concern about the potential effects of COVID-19 and the effectiveness of measures being put in place by global governmental bodies at various levels as well as by private enterprises (such as workplaces, trade groups, amateur and professional sports leagues and conferences, places of worship, schools and retail establishments, among others) to contain or mitigate the spread of COVID-19 have adversely affected economic conditions and markets globally, and have led to significant, sustained and unprecedented volatility in the financial markets. Measures implemented in the United States to limit the spread of COVID-19, such as quarantines, event cancellations and social distancing, will significantly limit economic activity. There can be no assurance that such measures or other additional measures implemented from time to time will be successful in limiting the spread of the virus and what effect those measures will have on the economy generally or on the Company.

There can be no assurance that any measures undertaken by the federal government, or by state or local governments, will be effective to mitigate the negative near-term and potentially longer-term impact of the COVID-19 pandemic on employment, construction and the global economy more generally.

Many businesses have moved to a remote working environment, temporarily suspended operations, laid-off or furloughed a significant percentage of their workforce or shut down completely. Other businesses have transitioned or may in the future transition all or a substantial portion of their operations to remote working environments (as a result of state or local requirements or otherwise in response to the COVID-19 pandemic). Although the Company had already implemented a remote work environment, there is no assurance that the continued remote working environment will not have a material adverse impact on the Company or its customers, which may adversely impact the Company and its operations.

The COVID-19 pandemic did not require the closure of Company operations. The Company suspended in-person client and business development meetings in late March 2020. During the timeframe in which in-person meetings were suspended, Company management reallocated resources to on-line client and business development.

Management’s outlook for the near-term business operations will mirror the overall continued reopening of business operations within the states of Texas and Oklahoma. For the Company to return to pre-COVID-19 levels of operation, it will be necessary businesses across the states of Texas and Oklahoma to be allowed to return to full operations and capacities.

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services. In the spring of 2020, large segments of the U.S. and global economies were impacted by COVID-19, a significant portion of the U.S. population are subject to “stay at home” or similar requirements. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers (both issuers using our services and investors investing on our platform) and our sales cycles, impact on our customer, employee or industry events, and effect on our vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain. To date, the COVID-19 outbreak, has significantly impacted global markets, U.S. employment numbers, as well as the business prospects of many small business (our potential clients). To the extent COVID-19 continues to wreak havoc on the markets and limits investment capital or personally impacts any of our key employees, it may have significant impact on our results and operations.

We may not be able to successfully compete against companies with substantially greater resources.

The industry (oil extraction-) in which we operate in general is subject to intense and increasing competition. Some of our competitors may have greater capital resources, facilities, and diversity of product lines, which may enable them to compete more effectively in this market. Our competitors may devote their resources to developing and marketing products that will directly compete with our product lines. Due to this competition, there is no assurance that we will not encounter difficulties in obtaining revenues and market share or in the positioning of our products. There are no assurances that competition in our respective industries will not lead to reduced prices for our products. If we are unable to successfully compete with existing companies and new entrants to the market this will have a negative impact on our business and financial condition.

Technological change and competition may render our potential products obsolete.

The oil extraction industry continues to undergo rapid change, competition is intense, and we expect it to continually increase. Competitors may succeed in developing technologies and products that are more effective or affordable than any that we are developing or that would render our technology and products obsolete or noncompetitive. Many of our competitors have substantially greater experience, financial and technical resources and production and development capabilities than we do. Accordingly, some of our competitors may succeed in obtaining regulatory approval for products more rapidly or effectively than we can for technologies and products that are more effective and/or affordable than any that we are developing.

Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the outstanding convertible notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

We are dependent upon the level of activity in the oil and gas industry, which is volatile and has caused, and may cause future, fluctuations in our operating results.

The oil and gas industry historically has experienced significant volatility. Demand for our products and services depends primarily upon the number of oil rigs in operation, the number of oil and gas wells being drilled, the depth and drilling conditions of these wells, the volume of production, the number of well completions, capital expenditures of other oilfield service companies and the level of workover activity. Drilling and workover activity can fluctuate significantly in a short period, particularly in the United States. The willingness of oil and gas operators to make capital expenditures to explore for and produce oil and natural gas and the willingness of oilfield service companies to invest in capital equipment will continue to be influenced by numerous factors over which we have no control, including the:

	•	current and anticipated future prices for oil and natural gas;
	•	volatility of prices for oil and natural gas;
	•	ability or willingness of the members of the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia, to maintain or influence price stability through voluntary production limits;
	•	sanctions and other restrictions placed on certain oil producing countries, such as Russia, Iran, and Venezuela;

•

level of production by non-OPEC countries including production from U.S. shale plays;

•

level of excess production capacity;

	•	cost of exploring for and producing oil and gas;
	•	level of drilling activity and drilling rig day rates;
	•	worldwide economic activity and associated demand for oil and gas;
	•	public health crises and other catastrophic events, such as the coronavirus outbreak at the beginning of 2020;
	•	availability and access to potential hydrocarbon resources;
	•	national government political requirements;
	•	fluctuations in political conditions in the United States and abroad;
	•	currency exchange rate fluctuations and devaluations;
	•	development of alternate energy sources; and,
	•	environmental regulations.

Expectations for future oil and gas prices cause many shifts in the strategies and expenditure levels of oil and gas companies, drilling contractors, and other service companies, particularly with respect to decisions to purchase services of the type we provide. Oil and gas prices, which are determined by the marketplace, may remain below a range that is acceptable to certain of our customers, which could reduce demand for our services and have a material adverse effect on our financial condition, results of operations and cash flows.

We could be adversely affected if we fail to comply with any of the numerous federal, state and local laws, regulations and policies that govern environmental protection, zoning and other matters applicable to our businesses.

Our business is subject to numerous federal, state and local laws, regulations and policies governing environmental protection, zoning and other matters. These laws and regulations have changed frequently in the past and it is reasonable to expect additional changes in the future. If existing regulatory requirements change, we may be required to make significant unanticipated capital and operating expenditures. We cannot assure you that our operations will continue to comply with future laws and regulations. Governmental authorities may seek to impose fines and penalties on us or to revoke or deny the issuance or renewal of operating permits for failure to comply with applicable laws and regulations. Under these circumstances, we might be required to reduce or cease operations or conduct site remediation or other corrective action which could adversely impact our operations and financial condition.

Our businesses expose us to potential environmental, product or personal injury liability.

Our businesses expose us to the risk that harmful substances may escape into the environment or a product could fail to perform or cause personal injury, which could result in:

	•	personal injury or loss of life;

	•	severe damage to or destruction of property; or,
	•	environmental damage and suspension of operations.

Our future activities, could result in our facing substantial environmental, regulatory and other litigation and liabilities. These could include the costs of cleanup of contaminated sites and site closure obligations. These liabilities could also be imposed on the basis of one or more of the following theories:

	•	negligence;

	•	strict liability;
	•	breach of contract with customers; or,
	•	as a result of our contractual agreement to indemnify our customers in the normal course of business, which is normally the case.

We may not have adequate insurance for potential environmental, product or personal injury liabilities.

While we maintain liability insurance, this insurance is subject to coverage limits. In addition, certain policies do not provide coverage for damages resulting from environmental contamination or may exclude coverage for other reasons. We face the following risks with respect to our insurance coverage:

	•	we may not be able to continue to obtain insurance on commercially reasonable terms;

	•	we may be faced with types of liabilities that will not be covered by our insurance;
	•	our insurance carriers may not be able to meet their obligations under the policies; or,
	•	the dollar amount of any liabilities may exceed our policy limits.

Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on our consolidated financial statements.

The adoption of climate change legislation, restrictions on emissions of greenhouse gases, or other environmental regulations could increase our operating costs or reduce demand for our products.

Environmental advocacy groups and regulatory agencies in the United States and other countries have been focusing considerable attention on the emissions of carbon dioxide, methane and other greenhouse gases and their potential role in climate change. The adoption of laws and regulations to implement controls of greenhouse gases, including the imposition of fees or taxes, could adversely impact our operations and financial condition. The U.S. Congress and other governments routinely consider legislation to control and reduce emissions of greenhouse gases and other climate change related legislation, which could require significant reductions in emissions from oil and gas related operations. Additionally, recent concerns regarding the potential impact of hydraulic stimulation, or “fracking”, activities have resulted in government officials promulgating regulations to impose certain operational restrictions and disclosure requirements on oil and gas companies. Changes in the legal and regulatory environment could reduce oil and natural gas drilling activity and result in a corresponding decline in the demand for our products and services, which could adversely impact our operating results and financial condition.

The price of our common stock may continue to be volatile.

The trading price of our common stock has been and is likely to remain highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control or unrelated to our operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere, these factors include: the operating performance of similar companies; the overall performance of the equity markets; the announcements by us or our competitors of acquisitions, business plans, or commercial relationships; threatened or actual litigation; changes in laws or regulations relating to the our business; any major change in our board of directors or management; publication of research reports or news stories about us, our competitors, or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts; large volumes of sales of our shares of common stock by existing stockholders; and general political and economic conditions.

In addition, the stock market in general, and the market for developmental related companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies’ securities. This litigation, if instituted against us, could result in very substantial costs; divert our management’s attention and resources; and harm our business, operating results, and financial condition.

There are doubts about our ability to continue as a going concern.

The Company is a development stage enterprise and has not commenced planned principal operations. The Company has no revenue and has incurred losses of $ 726,111 for the year ended December 31, 2019. This factor raises substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not have commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. The Company’s ability to obtain additional funding will determine its ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights.

The Company’s Business Plan Is Speculative

The Company’s present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits.

The Company Will Likely Incur Debt

The Company has incurred debt and expects to incur future debt in order to fund operations. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

The Company’s Expenses Could Increase Without a Corresponding Increase in Revenues

The Company’s operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Company’s consolidated financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.

Risks Relating to Our Financial Condition

Our financials are not independently audited, which could result in errors and/or omissions in our financial statements if proper standards are not applied.

Although the Company is confident with its accountant, Whitley Penn, LP, we are not required to have our financials audited by a certified Public Company Accounting Oversight Board (“PCAOB”). As such, our accountant does not have a third party reviewing the accounting. Our accountant may also not be up to date with all publications and releases put out by the PCAOB regarding accounting standards and treatments. This could mean that our unaudited financials may not properly reflect up to date standards and treatments resulting misstated financials statements.

Changes In The Economy Could Have a Detrimental Impact On The Company

Changes in the general economic climate could have a detrimental impact on consumer expenditure and therefore on the Company’s revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect customers’ confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company’s consolidated financial results and on your investment.

The Company has inadequate documentation for its financial statements from prior years and may have undiscovered liabilities and other items

Financial statements from prior years are not supported by adequate documentation. For example, with regard to our liabilities from earlier years, we are unable to document the amount of these liabilities, to whom they are owed, and the terms of these liabilities. As a result of such deficiencies, the Company may be faced with as yet undiscovered liabilities and other items that might impact the Company's financial statements. Additionally, the Company may be unable to produce audited financial statements.

Our management has a limited experience operating a company and is subject to the risks commonly encountered by early-stage companies.

Although management of Principal Solar, Inc. has experience in operating small companies, current management has not had to manage expansion of a company. Many investors may treat us as an early-stage company. In addition, management has not overseen a company with large growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks include:

risks that we may not have sufficient capital to achieve our growth strategy;

risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

risks that our growth strategy may not be successful; and

risks that fluctuations in our operating results will be significant relative to our revenues.

These risks are described in more detail below. Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.

We have limited operational history in an emerging industry, making it difficult to accurately predict and forecast business operations.

As we have limited operations in our business and have yet to generate revenue, it is extremely difficult to make accurate predictions and forecasts on our finances. This is compounded by the fact that we operate in the oil extraction industry, which is a rapidly transforming industry. There is no guarantee that our products or services will remain attractive to potential and current users as this industry undergo rapid change, or that potential customers will utilize our services.

As a growing company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

We have not yet produced a net profit and may not in the near future, if at all. While we expect our revenue to grow, we have not achieved profitability and cannot be certain that we will be able to sustain our current growth rate or realize sufficient revenue to achieve profitability. Our ability to continue as a going concern may be dependent upon raising capital from financing transactions, increasing revenue throughout the year and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.

We will require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we will need to engage in continued equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of our common stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.

We are highly dependent on the services of our key executive, the loss of whom could materially harm our business and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer.

We are highly dependent on our management, specifically K. Bryce Toussaint. We have an Employment Agreement in place with Mr. Toussaint. If we lose key employees, our business may suffer. Furthermore, our future success will also depend in part on the continued service of our management personnel and our ability to identify, hire, and retain additional key personnel. We do not carry “key-man” life insurance on the lives of any of our executives, employees or advisors. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly.

Our key employee, Mr. K. Bryce Toussaint, has very limited experience in the oil extraction industry.

Our Chief Executive Officer, Mr. K. Bryce Toussaint, has very limited experience in the oil extraction industry. For this reason, he may have difficulty in establishing and running oil extraction installations, including acquiring equipment, controlling expenses, and generating revenues. He may have difficulty in hiring and supervising our employees. While the Company plans on hiring trained staff and consultants who will be able to oversee and maintain the mining equipment, there is no assurance that Mr. Toussaint will be able to manage them.

We may be unable to manage growth, which may impact our potential profitability.

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:

Establish definitive business strategies, goals and objectives;

Maintain a system of management controls; and

Attract and retain qualified personnel, as well as develop, train, and manage management-level and other employees.

If we fail to manage our growth effectively, our business, financial condition, or operating results could be materially harmed, and our stock price may decline.

We operate in a highly competitive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.

We operate in a highly competitive environment. Our competition includes all other companies that are in the business of TEAL energy development or other energy development technologies. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may not be able to compete successfully with other established companies offering the same or similar services and, as a result, we may not achieve our projected revenue and user targets.

If we are unable to compete successfully with other businesses in our existing market, we may not achieve our projected revenue and/or customer targets. We compete with both start-up and established energy development companies. Compared to our business, some of our competitors may have greater financial and other resources, have been in business longer, have greater name recognition and be better established in the energy markets.

Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

In the future we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

Risks Relating to our Common Stock and Offering

The Common Stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

The Common Stock has historically been sporadically traded on the OTC Pink Sheets, meaning that the number of persons interested in purchasing our shares at, or near ask prices at any given time, may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer, which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.

The market price for the common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history, and lack of revenue, which could lead to wide fluctuations in our share price. The price at which you purchase our shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

The market for our shares of common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our shares are sporadically traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative investment due to, among other matters, our limited operating history and lack of revenue or profit to date, and the uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-averse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the securities of a seasoned issuer. The following factors may add to the volatility in the price of our shares: actual or anticipated variations in our quarterly or annual operating results; acceptance of our products; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our shares regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our shares will be at any time, including as to whether our shares will sustain their current market prices, or as to what effect the sale of shares or the availability of shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The possible occurrence of these patterns or practices could increase the volatility of our share price.

The market price of our common stock may be volatile and adversely affected by several factors.

The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to:

our ability to integrate operations, technology, products and services;

our ability to execute our business plan;

	·	operating results below expectations;

our issuance of additional securities, including debt or equity or a combination thereof;

announcements of technological innovations or new products by us or our competitors;

loss of any strategic relationship;

industry developments, including, without limitation, changes in competition or practices;

economic and other external factors;

period-to-period fluctuations in our financial results; and

whether an active trading market in our common stock develops and is maintained.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. Issuers using the Alternative Reporting standard for filing financial reports with OTC Markets are often subject to large volatility unrelated to the fundamentals of the company.

Our Chief Executive Officer, through his ownership of the Company’s Series B Non-Convertible Preferred Stock, can effectively control the Company

K. Bryce Toussaint, the Company’s Chief Executive Officer, Interim Chief Financial Officer and member of the Company’s Board of Directors, is the owner of all of the outstanding shares of the Company’s Series B Non-Convertible Preferred Stock. Series B Preferred shareholders have voting rights equal to eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of the shareholders of the Corporation or action by written consent of shareholders. Thus, Mr. Toussaint possesses significant influence and can elect a majority of our Board of Directors and authorize or prevent proposed significant corporate transactions. Mr. Toussaint’s ownership and control of Series B Non-Convertible Preferred Stock may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer. If you acquire our Shares, you will have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our Shares. Such concentrated control may also make it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third party or enter into different transactions, which require shareholder approval. These provisions could also limit the price that investors might be willing to pay in the future for our Shares.

We do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

Our Certificate of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directors.

Our Certificate of Incorporation generally limits our officers’ and directors’ personal liability to the Company and its stockholders for breach of a fiduciary duty as an officer or director except for breach of the duty of loyalty or acts or omissions not made in good faith or which involve intentional misconduct or a knowing violation of law. Our Certificate of Incorporation and Bylaws, provide indemnification for our officers and directors to the fullest extent authorized by the Delaware General Corporation Law against all expense, liability, and loss, including attorney's fees, judgments, fines excise taxes or penalties and amounts to be paid in settlement reasonably incurred or suffered by an officer or director in connection with any action, suit or proceeding, whether civil or criminal, administrative or investigative (hereinafter a "Proceeding") to which the officer or director is made a party or is threatened to be made a party, or in which the officer or director is involved by reason of the fact that he is or was an officer or director of the Company, or is or was serving at the request of the Company whether the basis of the Proceeding is an alleged action in an official capacity as an officer or director, or in any other capacity while serving as an officer or director. Thus, the Company may be prevented from recovering damages for certain alleged errors or omissions by the officers and directors for liabilities incurred in connection with their good faith acts for the Company. Such an indemnification payment might deplete the Company's assets. Stockholders who have questions regarding the fiduciary obligations of the officers and directors of the Company should consult with independent legal counsel. It is the position of the SEC that exculpation from and indemnification for liabilities arising under the Securities Act and the rules and regulations thereunder is against public policy and therefore unenforceable.

We have established preferred stock, which our Board of Directors can designate and issue without stockholder approval.

The Company has 2,000,000 shares of Preferred Stock authorized. Shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have distinctive designation or title as shall be determined by the Board of Directors of the Company prior to the issuance of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the Board of Directors. Because the Board of directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of the Company’s stockholders, stockholders of the Company will have no control over what designations and preferences the Company’s preferred stock will have. As a result of this, the Company’s stockholders may have less control over the designations and preferences of the preferred stock and as a result the operations of the Company.

Stockholders who hold unregistered “restricted securities” will be subject to resale restrictions pursuant to Rule 144, due to the fact that we are deemed to be a former “shell company.”

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. While we do not believe that we are currently a “shell company”, we were previously a “shell company” and as such are deemed to be a former “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 may not be able to be made until we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), and have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” Because we are deemed to be a former “shell company”, none of our non-registered “restricted securities” will be eligible to be sold pursuant to Rule 144, until at least a year after the date that our Registration Statement is filed with the Commission, any non-registered securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we have complied with the requirements of Rule 144. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to obtain funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a former “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.

We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock market in general, and the shares of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

We may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Our management has limited experience as a management team in company such as ours and as a result, projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.

Our common stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

As an issuer of a “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

As an issuer not required to make reports to the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, holders of restricted shares may not be able to sell shares into the open market as Rule 144 exemptions may not apply.

Under Rule 144 of the Securities Act of 1933, holders of restricted shares may avail themselves of certain exemptions from registration if the holder and the issuer meet certain requirements. As a company that is not required to file reports under Section 13 or 15(d) of the Securities Exchange Act, referred to as a non-reporting company, we may not, in the future, meet the requirements for an issuer under 144 that would allow a holder to qualify for Rule 144 exemptions. In such an event, holders of restricted stock would have to utilize another exemption from registration or rely on a registration statement to be filed by the Company registering the restricted stock. Although the Company currently plans to file either a form 10 or S-1 with the Commission upon the conclusion of the Regulation A offering, there can be no guarantee that the Company will be able to fulfill one of these registration statements, which could have an adverse effect on our shareholders.

We believe that certain prior corporate actions undertaken by us pursuant to the purported authority and approval of our preferred stock holders, including our March 2011 reverse stock split, were completed without effective stockholder approval and in violation of state statutes.

In March 2011, the Company paid approximately $89,007 to Pegasus Funds LLC (“Pegasus”) and issued two shares of Series A Super Voting Preferred Stock (the “Series A Super”) for finding a public shell company, for structuring the Principal Solar Exchange Agreement, and as compensation for monies paid by Pegasus in connection with the renewal of the Company’s charter. Among other powers provided to the Series A Super by the Board of Directors was that each share of Series A Super provided the holder thereof the right to vote a number of voting shares equal to the total number of shares of authorized common stock of the Company on any and all stockholder matters (effectively providing such Series A Super stockholders majority voting control over the Company). Subsequently in March 2011, we, with the approval of our Board of Directors and the Series A Super stockholders (purporting to vote a majority of our outstanding voting shares) affected a 1 for 40 reverse split of our outstanding shares such that, each share of common stock of the Company then outstanding, par value $0.01 per share was exchanged for one-fortieth (0.025) of a share of common stock, which reverse stock split became effective with FINRA on May 25, 2011.

In connection with the due diligence associated with the preparation and filing of a registration statement, it came to the attention of our current management (who were appointed subsequent to the purported approval of the reverse stock split by the holders of the Series A Super as described above), that no preferred stock designation setting the preferences and rights (including the voting rights) of the Series A Super was ever filed with the Secretary of State of New York (where the Company was then domiciled) and as such Pegasus, as the holder of the Series A Super, did not obtain any valid voting rights associated with such Series A Super or have any rights in connection therewith. Consequently, the purported approval by Pegasus of the reverse split in March 2011 was not valid and such corporate action was in effect taken without valid stockholder approval in contravention of New York law.

Notwithstanding the above, the documentation relating to the reverse split was filed with, and accepted by, the Secretary of State of New York and approved by FINRA. Additionally, in October 2012 the Company re-domiciled to Delaware and adopted a new Certificate of Incorporation in connection with re-domiciling. As such, we believe that the reverse stock split was effectively retroactively approved by stockholders of the Company in connection with such re-domiciling (due to the approval by the Company’s stockholders of a new Certificate of Incorporation retroactively reflecting such reverse stock split). We could face liability and claims and could be forced to pay damages, take remedial actions, or further ratify the reverse stock split in the future, which costs and expenses could have a material adverse effect on our results of operations and liquidity. Furthermore, the fact that certain of our corporate actions were not affected properly, the perception in the marketplace that such corporate actions were not affected properly, or uncertainties associated therewith, could raise questions about our corporate governance and controls and procedures and result in the trading value of our common stock, if any, being lower than companies without similar issues.

Securities analysts may elect not to report on our common stock or may issue negative reports that adversely affect the stock price.

At this time, no securities analysts provide research coverage of our common stock, and securities analysts may not elect to provide such coverage in the future. It may remain difficult for our company, with its small market capitalization, to attract independent financial analysts that will cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect the stock’s actual and potential market price. The trading market for our common stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more analysts elect to cover our company and then downgrade the stock, the stock price would likely decline rapidly. If one or more of these analysts cease coverage of our company, we could lose visibility in the market, which, in turn, could cause our stock price to decline. This could have a negative effect on the market price of our common stock.

Because directors and officers currently and for the foreseeable future will continue to control Principal Solar, Inc., it is not likely that you will be able to elect directors or have any say in the policies of Principal Solar, Inc.

Our shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder approval will be decided by majority vote. The directors, officers and affiliates of Principal Solar, Inc. beneficially own a majority of our outstanding common stock voting rights. Due to such significant ownership position held by our insiders, new investors may not be able to affect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.

In addition, sales of significant amounts of shares held by our directors, officers or affiliates, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Statements Regarding Forward-looking Statements

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This Disclosure Statement contains various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements may be impacted by a number of risks and uncertainties.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our Securities. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors.”

USE OF PROCEEDS

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If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses of $100,000) will be $9,900,000. We will use these net proceeds for the following.

If 25% of the Shares offered are sold:

Percentage of Offering Sold	Offering Proceeds	Approximate Offering Expenses	Total Net Offering Proceeds	Principal Uses of Net Proceeds
				Purchase or Lease of Real Property for Energy Development $500,000
				Intellectual Property Licensing Fees $50,000
				Intellectual Property Development and Commercialization $100,000
				Corporate Marketing and Advertising $50,000
				Legal expenses related to business $50,000
				Payroll and Consulting Expenses $350,000
				Working capital $1,800,000

25.00%	$2,500,000.00	$100,000.00	$2,400,000.00

If 50% of the Shares offered are sold:

Percentage of Offering Sold	Offering Proceeds	Approximate Offering Expenses	Total Net Offering Proceeds	Principal Uses of Net Proceeds
				Purchase or Lease of Real Property for Energy Development $1,000,000
				Intellectual Property Licensing Fees $50,000
				Intellectual Property Development and Commercialization $100,000
				Corporate Marketing and Advertising $100,000
				Legal expenses related to business $100,000
				Payroll and Consulting Expenses $450,000
				Working capital $3,100,000
50.00%	$5,000,000.00	$100,000.00	$4,900,000.00

If 75% of the Shared offered are sold:

Percentage of Offering Sold	Offering Proceeds	Approximate Offering Expenses	Total Net Offering Proceeds	Principal Uses of Net Proceeds
				Purchase or Lease of Real Property for Energy Development $2,500,000
				Intellectual Property Licensing Fees $50,000
				Intellectual Property Development and Commercialization $100,000
				Corporate Marketing and Advertising $250,000
				Legal expenses related to business $200,000
				Payroll and Consulting Expenses $550,000
				Working capital $3,750,000
75.00%	$7,500,000.00	$100,000.00	$7,400,000.00

If 100% of the Shares offered are sold:

Percentage of Offering Sold	Offering Proceeds	Approximate Offering Expenses	Total Net Offering Proceeds	Principal Uses of Net Proceeds
				Purchase or Lease of Real Property for Energy Development $3,000,000
				Intellectual Property Licensing Fees $50,000
				Intellectual Property Development and Commercialization $100,000
				Corporate Marketing and Advertising $250,000
				Legal expenses related to business $250,000
				Payroll and Consulting Expenses $600,000
				Working capital $5,650,000
100.00%	$10,000,000.00	$100,000.00	$9,900,000.00

The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.

As indicated in the table above, if we sell only 75%, or 50%, or 25% of the shares offered for sale in this offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion, leaving us with the working capital reserve indicated.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

DILUTION

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If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

Our historical net tangible book value as of December 31, 2019 was $(798,463) or ($0.067) per then-outstanding share of our Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering (after deducting estimated offering expenses of $100,000):

Percentage of shares offered that are sold	100%	75%	50%	25%

Price to the public charged for each share in this offering	$0.10	$0.10	$0.10	$0.10

Historical net tangible book value per share as of December 31, 2019 (1) ($)	(.013)	(.013)	(.013)	(.013)

Increase in net tangible book value per share attributable to new investors in this offering (2)	.134	.093	.053	.013

Net tangible book value per share, after this offering ($)	.147	.106	.066	.026

Dilution per share to new investors ($)	-.047	$-.006	.034	.074

(1)	Based on net tangible book value as of December 31, 2019 of $(798,463) and 62,014,392 outstanding shares of Common stock as of June 23, 2020.

(2)	After deducting estimated offering expenses of $100,000.

DISTRIBUTION

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This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

Reliance on Rule 3a4-1 under the Securities Exchange Act of 1934

Our officers are relying upon SEC Rule 3a4-1 under the Securities Exchange Act of 1934. The officers of the Company will not be deemed to be brokers solely by reason of their participation in the sale of the securities. The officers are not subject to a statutory disqualification; and they will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and are not at the time of their participation an associated person of a broker or dealer. They will perform substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities. They were not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months. They will not participate in selling an offering of securities for any issuer more than once every 12 months. They will restrict their participation to any one or more of the following activities: (a) preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by the associated person of a potential purchaser; (b) responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; Provided, however, that the content of such responses are limited to information contained in an Offering Statement filed under the Securities Act of 1933 or other offering document; or (c) performing ministerial and clerical work involved in effecting any transaction.

Pricing of the Offering

Prior to the Offering, there has been a limited public market for the Offered Shares. The initial public offering price was determined by negotiation between us and the Underwriter. The principal factors considered in determining the initial public offering price include:

the information set forth in this Offering Circular and otherwise available;

our history and prospects and the history of and prospects for the industry in which we compete;

our past and present financial performance;

our prospects for future earnings and the present state of our development;

the general condition of the securities markets at the time of this Offering;

the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

other factors deemed relevant by us.

Offering Period and Expiration Date

This Offering will start on or after the Qualification Date and will terminate on twelve months from the day the Offering is qualified or the date on which the maximum offering amount is sold (such earlier date, the “Termination Date”).

Procedures for Subscribing

When you decide to subscribe for Offered Shares in this Offering, you should:

Electronically receive, review, execute and deliver to us a subscription agreement; and

Deliver funds directly by wire or electronic funds transfer via ACH to the specified account maintained by us.

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to the escrow account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser's revenue or net assets (as of the purchaser's most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser's annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Offered Shares.

In order to purchase offered Shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company's satisfaction, that he is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this Offering.

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors”, “Cautionary Statement regarding Forward-Looking Statements” and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

Management’s Discussion and Analysis

The Company has had no revenues from operations in each of the last two fiscal years, and in the current fiscal year.

Plan of Operation for the Next Twelve Months

The Company believes that the proceeds of this Offering will satisfy its cash requirements for the next twelve months, based on the successful completion of the entire offering amount. The Company has no plans to merge with or acquire any company. The Company's may consider acquiring: real property or leases for property containing existing oil wells. If the Company undertakes to acquire additional real property or leases, it may have to raise additional funds in the next twelve months.

The Company intends to generate revenues by (1) fees charged to customers who wish to utilize the Company’s oil extraction technologies to remove hydrocarbons from existing oil wells, (2) the sale of hydrocarbons extracted from Company owned property, and (3) the sale of acquired oil leases after the company’s technology has been applied, thus increasing the value of the oil leases.

For the initial year of operation we intend on marketing our oil extraction technologies to owners/leaseholders of existing oil wells..

The Company expects to increase the number of employees at the corporate level.

Financial Statements for the periods prior to December 31, 2019.

The expenses since inception relate to the old business and are not in any way related to the new business operations going forward. Until PSWW has positive cash flow, the expenses of the new business will be paid for using funds from the Regulation A offering.

Cost of revenue. The Company expects that the cost of revenue will consist primarily of expenses associated with the delivery and distribution of our services and products and the purchase/lease of land for oil extraction. These include expenses related to purchasing equipment, colocation, marketing, providing products and services and salaries and benefits for employees on our operations teams.

Research and development. The Company will engage in substantial research and development expenses. These will consist primarily of salaries and benefits for employees who are responsible for building new products as well as improving existing products. We will expense all of our research and development costs as they are incurred.

Marketing and sales. The Company will make substantial marketing and sales expenses which will consist primarily of salaries, and benefits for our employees engaged in sales, sales support, marketing, business development, operations, and customer service functions. Our marketing and sales expenses also include marketing and promotional expenditures.

General and administrative. The majority of our general and administrative expenses will consist of salaries, benefits, and share-based compensation for certain of our executives as well as our legal, finance, human resources, corporate communications and policy employees, and other administrative employees. In addition, general and administrative expenses include professional and legal services. The Company expects to incur substantial expenses in marketing the current Offering, in closing its acquisitions, and in promoting and managing these acquisitions.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's significant estimates and assumptions include the fair value of the Company's common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to the Company's deferred tax assets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

PRINCIPAL SOLAR, INC.

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Glossary

BBL (Barrel) - unit of volume for crude oil and petroleum products. One barrel equals 42 US gallons or 35 UK (imperial) gallons, or approximately 159 liters or 9,702 cubic inches (5.6 cubic feet); 6.29 barrels equal one cubic meter and (on average); 7.33 barrels weigh one metric ton (1000 kilograms).

Energy Return on Investment (EROI) - is the ratio of the amount of usable energy (the energy) delivered from a particular energy resource to the amount of energy used to obtain that energy resource.

Marginal/Stripper Well – well that produces 10 barrels of oil or 60 Mcf (1,000 cubic feet) of natural gas per day or less.

Natural gas liquids (NGLs) - are hydrocarbons—in the same family of molecules as natural gas and crude oil, composed exclusively of carbon and hydrogen. Ethane, propane, butane, isobutane, and pentane are all NGLs.

Business

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Summary

Principal Solar, Inc., also known as PSWW, is focused on becoming a premier oil extraction technology company.

Corporate History

Principal Solar, Inc. is the successor company to Kupper Parker Communications, Inc. (“KPCG”), having been created in March 2011 through a reverse merger undertaken pursuant to an Exchange Agreement dated as of March 15, 2011, between Principal Solar, Inc. (a Texas corporation, “Principal Solar Texas”) and KPCG. Upon completion of the transactions contemplated by the Exchange Agreement, as described in more detail below, KPCG’s name was changed to Principal Solar, Inc. The Company was originally incorporated under the laws of the State of New York on February 25, 1972, under the name Greenstone Ad Agency, Inc. and subsequently changed its name to Greenstone & Rabasca Advertising, Inc. On December 16, 1988, the Company changed its name to Greenstone Rabasca Roberts, Inc. In April 1991, the then stockholders of the Company approved a name change to Greenstone Roberts Advertising, Inc. In September 2000, KPCG completed a reverse merger with Greenstone Roberts Advertising, Inc. (which we refer to as "GRAI"), a publicly traded company based in Melville, New York that operated as a traditional advertising agency without offering additional "below the line" marketing communications services, such as public relations services, direct marketing and database marketing services, and sales promotion services. Under the terms of the merger agreement, KPCG management assumed management of the merged operations, and the resulting merged operations were renamed Kupper Parker Communications, Incorporated. In March 2011, the Company paid approximately $89,007 to Pegasus Funds LLC (“Pegasus”) and issued two shares of Series A Super Voting Preferred Stock (the “Series A Preferred Stock”) for finding a public shell company and for structuring the Principal Solar Exchange Agreement and as compensation for monies paid by Pegasus in connection with the renewal of the Company’s charter. The designation of the Series A Preferred Stock was never filed with the Secretary of State of New York and as such, the Series A Preferred Stock never became effective with New York. The Board of Directors approved the following rights and privileges for the Series A Preferred Stock:

The total number of Series A Preferred Stock was two (2) shares;

The Series A Preferred Stock was not entitled to receive any special dividends;

The Series A Preferred Stock ranked senior to all other preferred or common stock outstanding of the Company;

The Series A Preferred Stock had a par value of $1.00 per share;

Each share of Series A Preferred Stock was redeemable by the Company at any time for $110,000;

The Series A Preferred Stock had no liquidation preference; and

Each share of Series A Preferred Stock provided the holder thereof the right to vote a number of voting shares equal to the total number of shares of authorized common stock of the Company on any and all stockholder matters.

In March of 2011, KPCG management and Pegasus, as the holder of our Series A Preferred Stock, agreed to a 1 for 40 reverse split of the outstanding shares such that, each share of common stock then outstanding, par value $0.01 of the Company was exchanged for one-fortieth (0.025) of a share of common stock, which became effective with FINRA on May 25, 2011. In lieu of the issuance of any fractional shares that would otherwise result from the reverse stock split, the Company rounded any resulting fractional shares up to the nearest whole share. As described above, no Series A Preferred Stock designation was ever filed with New York, and as such, the rights and privileges described above as approved by the Board of Directors in connection with the Series A Preferred Stock were never valid or effective and the Series A Preferred Stock never had any valid voting rights. Consequently, we face risks, including risks associated with the fact that the reverse split was not validly approved by our stockholders, as described in greater detail above under “Risk Factors” – “We believe that certain prior corporate actions undertaken by us pursuant to the purported authority and approval of our preferred stock holders, including our March 2011 reverse stock split, were completed without effective stockholder approval and in violation of state statutes.”

Effective in October 2012, the Company redomiciled by way of the merger of the Company into its wholly-owned Delaware subsidiary, Principal Solar, Inc., into a Delaware corporation. In connection with the redomiciling, the Company increased its authorized common stock to 300,000,000 shares of common stock, $0.01 par value per share and authorized 100,000,000 shares of Class A Preferred Stock, par value $0.01 per share. Unless otherwise stated or the context would require otherwise, all share amounts disclosed throughout this Prospectus retroactively take into account the reverse split.

On July 20, 2018, the Company issued to Bayou Road Investments, Inc. (“Bayou Road”) 6,274,879 shares of its $.01 par value Common Stock representing approximately 51% of the post-issuance outstanding and reserved shares of the Company, thereby affecting a change of control. At the time of Bayou Road’s acquisition of shares of the Company, Bayou Road was wholly owned and controlled by PSWW’s Chief Executive Officer, K. Bryce Toussaint. The issuance of shares of the Company’s Common Stock was made in consideration of Bayou Road assuming all recorded liabilities of the company.

On January 3, 2020, the Company amended its articles of incorporation to increase the authorized amount of common shares from 15,000,000 to 1,000,000,000 common shares.

Overview

Exchange Agreement

Principal Solar Texas was incorporated in Texas in July 2010 (“Principal Solar Texas”). Effective as of March 7, 2011, the Company, Principal Solar Texas, the stockholders of Principal Solar Texas who included certain of our officers and directors, and Pegasus entered into an Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the stockholders of Principal Solar Texas exchanged all 10,430,734 shares of that company’s outstanding common stock for 10,430,734 newly issued shares of the Company, constituting approximately 82% of the Company’s post-exchange outstanding shares, when factoring in the Preferred Stock Exchange. Additionally, a required term and condition of the Exchange Agreement was the exchange by Pegasus of the two shares of Series A Preferred Stock which it held for 2,138,617 shares of the Company’s common stock (the “Preferred Stock Exchange”). Immediately subsequent to the consummation of the transactions contemplated by the Exchange Agreement, including, but not limited to the reverse stock split, the stockholders of the Company prior to the Exchange Agreement held 157,322 shares of our common stock, representing approximately 1.25% of our outstanding common stock at the time. Subsequent to the closing of the Exchange in April 2011, we merged Principal Solar Texas into the Company with the Company surviving the merger. The Company previously filed reports with the Securities and Exchange Commission pursuant to Section 13 and 15(d) of the Exchange Act of 1934, as amended; provided that in August 2016, the Company filed a Form 15 with the Securities and Exchange Commission which suspended the Company’s requirement to file such reports.

Tokata Distribution Agreement

On December 2, 2019, Bayou Road Investments, Inc. (“Bayou Road”), entered into a five year license agreement with Tokata Oil Recovery™, Inc. (“Licensor”) which granted Bayou Road the right to utilize the proprietary process of the Licensor (the “Tokata Process”) and utilize its apparatus for enhanced oil production. The license agreement provides Bayou Road with the right to utilize the Tokata Process and to utilize the technology to provide services to third parties and for the Company to use for its own purposes. Pursuant to the terms of the Tokata Licensing Agreement, the Company received an exclusive license for the Tokata Process in the states of Oklahoma and Louisiana. Licensor receives as payment for the use of the Tokata Process a minimum of $50,000.00 annually, the cost of the licensed item plus 15% and 2,000,000 restricted shares of PSWW Common Stock.

Securities Purchase Agreement

On December 27, 2019, Momentum NRG Group, LLC (“NRG”), a Texas limited liability company, which is wholly owned by PSWW’s Chief Executive Officer, K. Bryce Toussaint, purchased 6,274,879 shares of PSWW Common Stock from Bayou Road for a promissory note of $1,000,000.00. The promissory note’s principal and interest are payable to the Company and it accrues interest at 8% per annum. In addition, Bayou Road received a security interest in NRG’s 6,274,879 shares of PSWW Common Stock.

Share Exchange Agreement

On December 27, 2019, the Company consummated the acquisition of Bayou Road. Bayou Road was wholly owned by PSWW’s Chief Executive Officer, K. Bryce Toussaint. Pursuant to the terms of the Share Exchange Agreement, K. Bryce Toussaint received 1,000,000 shares of Series B Non-Convertible Preferred Company stock and the Company received all of the outstanding shares of Bayou Road. Bayou Road became a wholly owned subsidiary of the Company. The transaction resulted in $302,751 of Goodwill being recognized by the Company.

OIL RECOVERY SYSTEM

The Tokata oil recovery process has been successfully utilized by the Licensor for several years. The Licensor has received patent protection of its Tokata Process technology in the United States. Our recovery platform is a new and innovative oil recovery production system for marginal/stripper wells. Our turnkey, fully integrated, portable oil recovery platform can be deployed quickly and economically to recover oil from previously producing oil wells with known reserves. The Tokata Oil Recovery System® does not pull up measurable amounts of water, therefore, costly oil/water separation is not necessary nor is there a need for expensive on-site remediation for hydrocarbon-laced water.

Utilizing our inexpensive Tokata Process Technology, set-up costs and production “lifting” costs are substantially lower, thereby dramatically reducing the oil producer’s costs. In addition, the recovered crude has no statistically significant water contamination, eliminating the need for separation before refining. The common denominator among all previously developed oil recovery techniques is the considerable capital required to tap each well, substantial lifting costs and considerable cost of separating water from the crude, not to mention the additional insurance required based on the environmental pollution exposure involved in the several processes. When compared to our competition, the Tokata Process achieves results with a fundamentally higher Energy Return On Investment (EROI).

Our method of pumping tertiary oil is “The Greenest of Green Technology” because we utilize: a) minimal energy requirements per barrel (bbl) of lifted crude, with up to 95% less energy cost; and b) our solar expertise to determine if any wellhead locations are suitable to use solar energy to power the oil pump.

Unique to the marginal/stripper well industry is the Tokata Process’ nominal unit costs, which together with commensurate low deployment, maintenance and lifting costs result in an above-industry-average EROI.

Our initial target customer is one with several smaller marginal or “stripper “oil wells that have experienced reduced oil production. The Interstate Oil and Gas Compact Commission (IOGCC) defines a marginal or stripper well as a well that the produces 10 barrels of oil or 60 Mcf (1,000 cubic feet) of natural gas per day or less. Generally, these wells started their productive life producing much greater volumes using natural pressure. Over time, the natural pressure decreases and oil production drops. That is not to say that the oil reservoirs, which feed the wells, are necessarily depleted. We also intend to target newer wells that were drilled in the last 10 years that have experienced declined production.

In the future, we may purchase or lease oil/gas producing real property.

KEY FEATURES & BENEFITS OF THE TOKATA PROCESS

Ease of Setup

Two day total set-up and within one hour of turning on the pump, oil is being produced.

State of the Art Hardware and Developing Technologies
The pump has produced oil without water in the field and may be tethered with existing technologies for remote monitoring, including daily production and environmental impact monitoring.

Low Cost, Off-the-Shelf Hardware
Most “wear” pieces of the Tokata Process can be purchased off-the-shelf at local hardware and farm supply stores.

Green Production
The Tokata Process needs no water separation or water disposal methods at the surface. The pump does not utilize high-pressure oil column movement so there is no risk of a large oil spill at the surface. The oil at the surface is not pressurized. The pump utilizes a fraction of the electricity of jack pump motors, resulting in a lower CO2 footprint.

Regulation

Exploration and production operations are subject to various types of regulation at the federal, state and local levels. This regulation includes requiring permits to drill wells, maintaining bonding requirements to drill or operate wells, and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties on which wells are drilled, and the plugging and abandoning of wells. Our operations will be subject to various conservation laws and regulations.

Typically oil enhancements such as hydraulic fracturing operations have historically been overseen by state regulators as part of their oil and gas regulatory programs; however, the Environmental Protection Agency (EPA) has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel under the Safe Drinking Water Act and has released permitting guidance for hydraulic fracturing activities that use diesel in fracturing fluids in those states where the EPA is the permitting authority. As a result, we may be subject to additional permitting requirements for our operations. These permitting requirements and restrictions could result in delays in operations at well sites as well as increased costs to make wells productive. In addition, legislation introduced in Congress would provide for federal regulation of hydraulic fracturing under the Safe Drinking Water Act and require the public disclosure of certain information regarding the chemical makeup of hydraulic fracturing fluids.

On August 16, 2012, the EPA published final rules that establish new air emission control requirements for natural gas and NGL production, processing and transportation activities, including New Source Performance Standards to address emissions of sulfur dioxide and volatile organic compounds, and National Emission Standards for Hazardous Air Pollutants (NESHAPS) to address hazardous air pollutants frequently associated with gas production and processing activities. Among other things, these final rules require the reduction of volatile organic compound emissions from natural gas wells through the use of reduced emission completions or "green completions" on all hydraulically fractured wells constructed or refractured after January 1, 2015. In addition, gas wells are required to use completion combustion device equipment (i.e., flaring) by October 15, 2012 if emissions cannot be directed to a gathering line. Further, the final rules under NESHAPS include maximum achievable control technology (MACT) standards for "small" glycol dehydrators that are located at major sources of hazardous air pollutants and modifications to the leak detection standards for valves. We are currently reviewing this new rule and assessing its potential impacts. Compliance with these requirements, especially the imposition of these green completion requirements, may require modifications to certain of our operations, including the installation of new equipment to control emissions at the well site that could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business.

In addition to these federal legislative and regulatory proposals, some states in which we may operate, such as Pennsylvania, West Virginia, Texas, Kansas, Louisiana and Montana, and certain local governments have adopted, and others are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances, including requirements regarding chemical disclosure, casing and cementing of wells, withdrawal of water for use in high-volume hydraulic fracturing of horizontal wells, baseline testing of nearby water wells, and restrictions on the type of additives that may be used in hydraulic fracturing operations.

OSHA and Other Laws and Regulations. We are subject to the requirements of the federal Occupational Safety and Health Act (OSHA), and comparable state laws. The OSHA hazard communication standard, the EPA community right-to-know regulations under the Title III of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and similar state laws require that we organize and/or disclose information about hazardous materials used or produced in our operations. Also, pursuant to OSHA, the Occupational Safety and Health Administration has established a variety of standards related to workplace exposure to hazardous substances and employee health and safety.

Oil Pollution Act. The Federal Oil Pollution Act of 1990 (OPA) and resulting regulations impose a variety of obligations on responsible parties related to the prevention of oil spills and liability for damages resulting from such spills in waters of the United States. The term "waters of the United States" has been broadly defined to include inland water bodies, including wetlands and intermittent streams. The OPA assigns joint and several strict liability to each responsible party for oil removal costs and a variety of public and private damages. We believe that we substantially comply with the Oil Pollution Act and related federal regulations.

Clean Water Act. The Federal Water Pollution Control Act (Clean Water Act) and resulting regulations, which are primarily implemented through a system of permits, also govern the discharge of certain contaminants into waters of the United States. Sanctions for failure to comply strictly with the Clean Water Act are generally resolved by payment of fines and correction of any identified deficiencies. However, regulatory agencies could require us to cease construction or operation of certain facilities or to cease hauling wastewaters to facilities owned by others that are the source of water discharges. We believe that we substantially comply with the Clean Water Act and related federal and state regulations.

Seasonality

We do not expect any seasonality in our business.

Litigation

The Company has no current, pending or threatened legal proceedings or administrative actions either by or against the Company issuer that could have a material effect on the issuer's business, financial condition, or operations and any current, past or pending trading suspensions

Facilities

We occupy offices at 100 Crescent Court, Suite 700, Dallas, Texas 75201. We are working to secure other facilities.

Employees

As of March 31, 2020, we had two full-time employees including officers and directors. We believe that we have been successful in attracting experienced and capable personnel. Our full-time employees have entered into an agreement with us requiring them not to compete or disclose our proprietary information. Neither employee is represented by a labor union. We believe that relations with these employees to be excellent.

Intellectual Property

We may rely on a combination of patent, trademark, copyright, and trade secret laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology, databases, and our brand. Despite these reliances, we believe the following factors are more essential to establishing and maintaining a competitive advantage:

the technological skills of our service operations and research and development teams;

the expertise and knowledge of our service operations and research and development teams;

the real-time connectivity of our service offerings;

the continued expansion of our proprietary technology; and

a continued focus on the improved financial results of our clients.

We have a policy of requiring key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us. In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements. Our agreements with clients include confidentiality and non-disclosure provisions.

Legal Proceedings

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury caused by our employees, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

MANAGEMENT

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The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of March 31, 2020:

Name and Principal Position

Age

Term of Office

Approximate hours

per week

K. Bryce (“Rick”) Toussaint, Chief Executive Officer, Interim Chief Financial Officer and Director

January 2019 to January 2022

Anthony Lerner, Chief Operating Officer and Director

January 2020 to present

K. Bryce Toussaint – CEO, Interim Chief Financial Officer and Director

Mr. Toussaint is a highly accomplished, result-driven Entrepreneur with more than 20 years of business experience, including extensive work in providing merger and acquisition consulting, raising capital (equity and debt), project and corporate finance, private equity due diligence and accounting systems integration, with an emphasis in the Energy, Manufacturing, Nutraceutical and Technology industries. Mr. Toussaint is well versed on Securities Exchange Commission (SEC) rules and regulations as well as Generally Accepted Accounting Principles (GAAP) promulgated by the Financial Accounting Stands Board. This expertise stems from his completion of numerous audits for publicly and privately held companies, as well as the invaluable knowledge of SEC rules and regulations he gained as both the CEO and CFO of public companies. In addition, Mr. Toussaint has demonstrated the ability to streamline business operations that drive growth and increase efficiency and bottom-line profits. Mr. Toussaint has strong qualifications in developing and implementing financial controls and processes in addition to productivity improvements and change management.

Mr. Toussaint currently serves as the Chief Executive Officer (CEO) and Interim Chief Financial Officer (CFO) of Principal Solar, Inc. He has held these positions since January of 2019. Mr. Toussaint formally served as CEO and member of the Board of Directors of NASDAQ listed Myos Rens Technology Inc. from December 2015 until 2016.

Mr. Toussaint built the foundation of his career at KPMG LLP, where he served both foreign and domestic registrants with reporting, mergers and acquisitions consulting and other capital market engagements from August 1996 to June 2000. In between, he also built a successful consulting practice assisting businesses of various sizes with process improvement and compliance initiatives, developing their management teams, accounting and reporting structure, providing strategic and operational expertise, and raising equity and debt financing, generally serving in an interim management capacity.

Mr. Toussaint has worked in more than seven countries including the United Kingdom, Spain, France, and throughout Latin America. He is bilingual in English and Spanish. Mr. Toussaint obtained both his Bachelor of Science in Accounting and his Master of Business Administration degrees from Louisiana State University in Baton Rouge, Louisiana. Mr. Toussaint is also certified as a CPA in the State of Texas.

Anthony Lerner, Chief Operating Officer and Director

Mr. Lerner is a highly skilled executive with decades of experience in the oil/natural gas industry. Mr. Lerner has advised clients on oil transactions and commodity oriented financing as a Managing Director, Commodities of Hamershlag, Sulzberger, Borg, Inc. As a Senior Vice President at OTC Global Holdings, the world’s largest independent commodity broker, Mr. Lerner was in charge of developing long term strategy, business development, and raising funds for several emerging market energy hedge funds. Mr. Lerner was honored as Energy Broker of the Year (2016-2017) while working at OTC Global.

Mr. Lerner has provided leadership to manage and grow several companies spanning from startups to well established organizations desiring to grow and enhance their performance in the Energy sector. His experience includes commodity analysis and trading and managing high performing energy portfolios. In addition to business development channels to increase top line revenues, Mr. Lerner has also implemented operational controls and risk management strategies to drive bottom line profitability.

Mr. Lerner currently serves as a management consultant for a diverse array of clients including, hedge funds, asset managers, professional services companies, banks and oil and gas companies. Providing expert guidance on CTRM/ETRM systems, oil/natural gas trading, energy derivatives, risk management, and energy market fundamentals.

Mr. Lerner has extensive international business experience and is a published author of 16 articles in the commodities analysis sector. He received a double bachelor’s degree in Geology and Physics from Dartmouth College.

None of our officers or directors in the last five years has been the subject of any conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses), the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities; a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or the entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

There are no family relationships among and between our directors, officers, persons nominated or chosen by the Company to become directors or officers, or beneficial owners of more than five percent (5%) of the any class of the Company’s equity securities.

EXECUTIVE COMPENSATION

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Employment Agreements

Mr. Toussaint has entered into an employment agreement with the Company for a term of two years. Pursuant to his employment agreement, he has agreed to devote a substantial portion of his business and professional time and efforts to our business.

Mr. Lerner has entered into an employment agreement for a term of two years. Mr. Lerner commenced his position as Chief Operating Officer and member of the Board of Directors on January 1, 2020. Pursuant to his employment agreement, he has agreed to devote a substantial portion of his business and professional time and efforts to our business.

The employment agreements provide that each employee shall receive a salary determined by the Board of Directors commensurate with the development of the Company. Each employee may be entitled to receive, at the sole discretion of our Board of Directors or a committee thereof, bonuses based on the achievement (in whole or in part) by the Company of our business plan and achievement by the employee of fixed personal performance objectives.

The following table represents information regarding the total compensation our officers and directors of the Company for the period ended December 31, 2019:

Name and Principal Position	Cash Compensation	Annual Bonus Available	Other Compensation	Total Compensation

K. Bryce Toussaint, CEO, Interim CFO and Director	$80,000			$80,000

Total	$80,000			$80,000

On March 16, 2020, the Company issued 20,000,000 restricted shares of the Company to K. Bryce Toussaint for past services through March 16, 2020.

On March 16, 2020, the Company issued 20,000,000 restricted shares of the Company to Anthony Lerner for past corporate consulting and advisory services to the Company through March 16, 2020.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

______

During the last two full fiscal years and the current fiscal year or any currently proposed transaction, there is no transaction involving the Company, in which the amount involved exceeds the lesser of $10,000 or one percent of the average of the Company’s total assets at year-end for its last three fiscal years.

Series B Non-Convertible Preferred Stock Issuances to Directors

During the year ended December 31, 2019, the Company issued the following shares of Series B Non-Convertible Preferred Stock to related parties:

Disclosure of Conflicts of Interest

There are no conflicts of interest between the Company and any of its officers or directors

Disclosure of Conflicts of Interest

There are no conflicts of interest between the Company and any of its officers or directors.

Employment Agreements

Our officers and directors have entered into employment agreements with the Company for a term of two years. Pursuant to these employment agreements, they have agreed to devote a substantial portion of their business and professional time and efforts to our business. The employment agreements provide that each employee shall receive a salary determined by the Board of Directors commensurate with the development of the Company. The employee may be entitled to receive, at the sole discretion of our Board of Directors or a committee thereof, bonuses based on the achievement (in whole or in part) by the Company of our business plan and achievement by the employee of fixed personal performance objectives.

The employment agreements also contain covenants (a) restricting the executive from engaging in any activities competitive with our business during the terms of such employment agreements, and (b) prohibiting the executive from disclosure of confidential information regarding the Company at any time.

The Company's directors are elected by shareholders at each annual meeting or, in the event of a vacancy, appointed by the Board of Directors then in office to serve until the next annual meeting or until their successors are duly elected and qualified. The Company's executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors.

Legal/Disciplinary History

None of Principal Solar, Inc.’s Officers or Directors have been the subject of any criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

None of Principal Solar, Inc.’s Officers or Directors have been the subject of any entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;

None of Principal Solar, Inc.’s Officers or Directors have been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or

None of Principal Solar, Inc.’s Officers or Directors has been the subject of any entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

Board Composition

Our board of directors currently consists of two members. Each director of the Company serves until the next annual meeting of stockholders and until his successor is elected and duly qualified, or until his earlier death, resignation or removal. Our board is authorized to appoint persons to the offices of Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice presidents, a Treasurer or Chief Financial Officer and a Secretary and such other offices as may be determined by the board.

We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets.

Board Leadership Structure and Risk Oversight

The board of directors oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. Each of the board committees when established will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

PRINCIPAL STOCKHOLDERS

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The following table sets forth certain information known to us regarding beneficial ownership of our capital stock as of March 31, 2019 for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than ten percent (10%) of our capital stock. The percentage of beneficial ownership in the table below is based on 62,014,392shares of common stock deemed to be outstanding as of June 23, 2020.

Name and Address	Preferred Stock Series A	Preferred Stock Series B	Common Stock		Percentage of Common Stock Outstanding on March 31, 2020 (1)	Percentage of Common Stock Outstanding Assuming All Shares Offered are Sold (2)
K. Bryce Toussaint (3)			20,000,000	(4)	32.2	12.3
Momentum NRG Group LLC (3)			6,274,879		10.1	3.9
Anthony Lerner			20,000,000	(5)	32.2	12.3
Total			46,274,879		74.5	28.5

(1) Based on a total of 62,014,392 shares of Common Stock outstanding as of June 23, 2020.

(2) Assumes all shares offered are sold.

(3) K. Bryce Toussaint owns 100% of the membership interests of Momentum NRG Group LLC. Mr. Toussaint owns and controls 26,274,879 shares and 42.3% of the outstanding common stock shares of PSWW.

(4) On March 16, 2020, the Company issued 20,000,000 restricted shares of the Company to K. Bryce Toussaint for past services through March 16, 2020.

(5) On March 16, 2020, the Company issued 20,000,000 restricted shares of the Company to Anthony Lerner for past corporate consulting and advisory services to the Company through March 16, 2020.

Capitalization

Class of Stock	Par Value	Authorized	Outstanding as of March 31, 2020
Preferred Stock, Series A	0.01	500,000	0
Preferred Stock, Series B	0.01	1,000,000	1,000,000
Common Stock	0.01	1,000,000,000	62,014,392

DESCRIPTION OF SECURITIES

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The Common Stock

We are authorized to issue 1,000,000,000 shares of Common Stock, $0.01 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this Offering and conversion of any Preferred Stock, are, and will be, fully paid, validly issued and non-assessable.

Holders of our Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so, and in that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

The Company has never paid any dividends to shareholders of our Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business. No dividend may be paid on the Common Stock until all Preferred Stock dividends are paid in full.

Preferred Stock

We are authorized by our Articles of Incorporation to issue a maximum of 2,000,000 shares of Preferred Stock. This Preferred Stock may be in one or more series and containing such rights, privileges and limitations, including voting rights, conversion privileges and/or redemption rights, as may, from time to time, be determined by our Board of Directors. Preferred stock may be issued in the future in connection with acquisitions, financings or such other matters as the Board of Directors deems to be appropriate. In the event that any such shares of Preferred Stock shall be issued, a Certificate of Designation, setting forth the series of such Preferred Stock and the relative rights, privileges and limitations with respect thereto, shall be filed. The effect of such Preferred Stock is that our Board of Directors alone, within the bounds and subject to the federal securities laws and the Delaware Law, may be able to authorize the issuance of Preferred Stock which could have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and might adversely affect the voting and other rights of holders of Common Stock. The issuance of Preferred Stock with voting and conversion rights also may adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others.

The Company has no current plans to issue additional shares of any class of preferred stock other than those currently outstanding.

PREFERRED STOCK

The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, provided, however, that the rights and preferences of the various series may vary only with respect to:

(a) the rate of dividend;

(b) whether the shares may be called and, if so, the call price and the terms and conditions of call;

(d) sinking fund provisions, if any for the call or redemption of the shares;

(e) the terms and conditions, if any, on which the shares may be converted;

(f) voting rights; and

(g) whether the shares will be cumulative, noncumulative or partially cumulative as to dividends and the dates from which any cumulative dividends are to accumulate.

The Board of Directors shall exercise the foregoing authority by adopting a resolution setting forth the designation of each series and the number of shares therein, and fixing and determining the relative rights and preferences thereof. The Board of Directors may make any change in the designations, terms, limitations or relative rights or preferences of any series in the same manner, so long as no shares of such series are outstanding at such time.

Within the limits and restrictions, if any, stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of such series. In case the number of shares of any series shall be so decreased, the share constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Existing Preferred Stock

Designations, Preferences. Rights And Limitations

Of Series A Preferred Stock

Designation and Number of Shares. 500,000 shares of Series A Preferred Stock have been authorized with a $0.01 par value per share (the “Series A Preferred Stock” or “Series A Preferred Shares “). There are no Series A Preferred Stock Outstanding.

Dividends. Holders of Series A Preferred Stock shall be entitled to a semiannual interest payment equal to Eight Percent (8%) per annum of the amount invested from the date of issuance. Such dividend payment will be made on or before July 15th and on or before January 15th of each calendar year, on each outstanding share of Series A Preferred.

(a) Such dividends may be paid, at the sole election of the Holder, either in (i) cash, (ii) shares of Common Stock, (iii) shares of any other equity securities of the Company, or (iv) any combination of the foregoing, provided that funds and/or equity securities are legally available to pay such dividends. If the Holder elects and the Company is to pay dividends in shares of Common Stock, Preferred Stock, and/or any other equity securities of the Company (“PIK Dividends”), such dividends shall be paid in full shares only, with any shares to be rounded up to a full share for any fractional share to be paid.

(b) No dividend payment shall be made on or with respect to any shares of Junior Stock (hereinafter defined) unless, prior thereto, all unpaid dividends on any shares of Series A Preferred Stock shall have been paid on all then outstanding shares of Series A Preferred Stock.

(c) Dividends on Series A Preferred shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the original issue date on a simple interest basis.

Stated Value. Each share of Series A Preferred shall have a stated value of $2.00.

Redemption. The company will redeem each share of Series A Preferred Stock on or before the third anniversary from the date of its issuance. The redemption shall include any accrued and unpaid dividends.

Priority Rights. The Series A Preferred Stock shall rank, as to payment of dividends, rights to distribution of assets upon liquidation, dissolution rights and/or winding up rights of the Company and such other items as may arise from time to time: senior to the shares of (a) common stock, par value $0.01 per share, of the Company, and (b) any other class or series of capital stock issued by the Company which by its terms does not expressly rank senior to or on a parity with the Series A Preferred Stock ( the “Junior Stock”).

Designations, Preferences, Rights And Limitations

Of Series B Preferred Stock

Designation And Number Of Shares. 1,000,000 shares of Series B Non-Convertible Preferred Stock par value $0.001 per share, are authorized (the “Series B Non-Convertible Preferred Stock” or “Series B Non-Convertible Preferred Shares “).

Dividends. The holders of Series B Preferred Stock shall not be entitled to receive dividends.

Stated Value. Each share of Series B Non-Convertible Preferred shall have a stated value of $1.00.

Conversion or Redemption The shares of Series B Non-Convertible Preferred shall have NO conversion rights into Common Stock.

Liquidation Rights. In the event of any voluntary or involuntary liquidation. dissolution, or winding up of the Corporation the holders of shares of the Series B Non-Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.

Priority Rights. The Series B Non-Convertible Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of Common Stock of the Corporation and any other class or series of stock of the Corporation which by its terns shall rank junior to the Series B Non-Convertible Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Corporation and any other class or series of stock of the Corporation which by its term shall rank senior to the Series B Non-Convertible Preferred Stock.

Restriction on Changes. So long as any shares of Series B Non-Convertible Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by the Delaware General Corporation Law) of the Holders of at least a majority of the then outstanding shares of Series B Non-Convertible Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series B Non-Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series B Non-Convertible Preferred Stock; (c) create any new class or series of capital stock having a preference over the Series B Non-Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined, '"Senior Securities; (d) create any new class, or series of capital stock ranking pari passu with the Series B Non-Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined ''Pari Passu Securities"); (e) increase the authorized number of shares of Series B Non-Convertible Preferred Stock; (f) issue any shares of Series B Non-Convertible Preferred Stock; (g) issue any additional shares senior to the Series B Non-Convertible Preferred Stock; or (h) or declare or pay any cash dividend or distribution on any shares junior to the Series B Non-Convertible Preferred Stock.

If holders of at least a majority of the then outstanding shares of Series B Non-Convertible Preferred Stock agree to allow the Corporation to alter or change rights. preferences or privileges of the shares of Series B Non-Convertible Preferred Stock then the Corporation shall deliver notice of such approved change to the holders of the Series B Non-Convertible Preferred Stock that did not agree to such alteration or change.

So long as any shares of Series B Non-Convertible Preferred Stock are outstanding, the Corporation shall not (i) alter or change any of the powers, preferences, privileges or rights of the Series B Non-Convertible Preferred Stock, without first obtaining the approval by vote or written consent, in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series B Non-Convertible Preferred Stock, as to changes affecting the Series B Non-Convertible Preferred Stock.

The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization. recapitalization. transfer of assets. consolidation. merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all these provisions and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Non-Convertible Preferred Stock against impairment.

Reorganization. If at any time or from time to time there shall be (i) a merger, or consolidation of the Corporation with or into another corporation. (ii) the sale of all or substantially all of the Corporation's capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Corporation shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Corporation in which in excess of 50 percent of the Corporation's voting power is transferred (each a "Reorganization") then as a part of such Reorganization, provision shall be made so that the holders of the Series B Non-Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Corporation, or of the successor corporation resulting from such Reorganization.

Voting Rights. Except as otherwise required by law or by the Corporation’s Articles of Incorporation, the outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shalt represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.

DIVIDEND POLICY

______

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors considers relevant.

SECURITIES OFFERED

______

Current Offering

Principal Solar, Inc. (“Principal Solar, Inc.,” “We,” or the “Company”) is offering up to $10,000,000 total of Securities, consisting of Common Stock, $0.01 par value (the “Common Stock” or collectively the “Securities”).

The Common Stock

We are authorized to issue 1,000,000,000 shares of Common Stock, $0.01 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this Offering are, and will be, fully paid, validly issued and non-assessable.

Holders of our Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so. In that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

Transfer Agent

Our transfer agent is National Securities Administrators Ltd., 777 Hornby St, Suite 702, Vancouver, British Columbia, Canada, Phone: (604) 559-8880. The transfer agent is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA.

SHARES ELIGIBLE FOR FUTURE SALE

_____

Prior to this Offering, there has been a limited market for our Common Stock. Future sales of substantial amounts of our Common Stock, or securities or instruments convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

1% of the number of shares of our Common Stock then outstanding; or

the average weekly trading volume of our Common Stock during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale;

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

LEGAL MATTERS

_____

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Donnell E. Suares, Esq. of Brooklyn, N.Y.

EXPERTS

______

The consolidated financial statements of the Company appearing elsewhere in this Offering Circular have been prepared by management and have not been reviewed by an independent accountant.

WHERE YOU CAN FIND MORE INFORMATION

______

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC's Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

For the Year Ended December 31, 2019 and 2018

Balance Sheet as of December 2019	F-2
Statements of Operations for the year ended December 31, 2019 and 2018 (Unaudited)	F-3
Statements of Cash Flows for the year ended December 31, 2019 and 2018 (Unaudited)	F-4
Statement of Stockholders’ Deficit For the Period from January 1, 2019 through December 31, 2019	F-5
Notes to Financial Statements	F-6

F-48

PRINCIPAL SOLAR, INC.

BALANCE SHEETS

(Unaudited)

	As of December 31
	2019			2018
ASSETS
CURRENT ASSETS
Cash and equivalents	$	302,751		$	–
Equity investment		544,000			544,000
Note receivable - Related Party		1,000,000			–
Total current assets		–			544,000

TOTAL ASSETS	$	1,846,751		$	544,000

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	578,311		$	4,700
Mediation settlement		215,062			215,062
Note payable and accrued interest		545,251			–
Liabilities arising from reverse merger		1,003,839			1,003,839
Total current liabilities		2,342,463			1,223,601

Total liabilities		2,342,4631			1,223,601

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Preferred stock: $0.01 par value; 2,000,000 shares authorized; 500,000 designated as Series A and 0 shares outstanding at December 31, 2019 and December 31, 2018		–			–
Preferred stock: $.01 par value; 2,000,000 shares authorized; designated as Series B And 1,000,000 and 0 shares outstanding at December 31, 2019 and December 2018		10,000,000			–
Common stock: $0.01 par value, 15,000,000 shares authorized, 11,839,137 and 11,839,137 shares issued and outstanding at December 31, 2019 and December 31, 2018		55,643			55,643
Additional paid-in capital		13,311,476			12,411,476
Accumulated deficit		(13,872,831	)		(13,146,720	)
Total equity		(495,712	)		(679,601	)
TOTAL LIABILITIES AND EQUITY	$	1,846,751		$	544,000

F-49

PRINCIPAL SOLAR, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Year Ended December 31,
	2019			2018
REVENUES
Power generation	$	–		$	–
Total revenues		–			–
OPERATING EXPENSES
Direct operating costs		–			–
Total operating costs		–			–
Gross Profit (loss)		–			–

General and administrative expenses		(725,867	)		24,158
Impairment of assets		–			–
Total operating expenses		725,867			24,158
OPERATING INCOME (LOSS)		(725,867	)		(24,158	)

OTHER EXPENSES (INCOME)
Interest (income)/expense		244			(66,244	)
Other (income)/expense		–			–
Gain (loss) on settlement		–			306,104
Total other expenses		244			181,177

NET INCOME (LOSS)	$	(726,111	)	$	(205,335	)
Net income (loss) per share attributable to common stockholders, basic and diluted	$	(.06	)	$	(0.02	)

Weighted average shares outstanding, basis and diluted		11,839,137			8,418,584

F-50

PRINCIPAL SOLAR, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Year Ended December 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(726,111	)	$	(205,335	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Changes in operating assets and liabilities:

Prepaid assets
Notes Receivables		–			255,946
Accounts payable		483,611			–
Compensation / commission payable		(302,751	)		–
Interest payable					–
Accrued expenses and other liabilities		545,251			215,063
Net cash provided (used) by operating activities		–			265,674

CASH FLOWS FROM INVESTING ACTIVITIES:		–
Sale and assignment of assets		–			127,345
Net cash provided (used) by investing activities		–			127,345

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Related Party Note		–			(180,946	)
Net cash provided (used) by financing activities		–			(180,946	)

Net (decrease) increase in cash and cash equivalents		–			(42,617	)
Cash and cash equivalents at beginning of year		–			42,617
Cash and cash equivalents at end of year	$	–		$	–

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Interest paid	$	–		$	–

F-51

PRINCIPAL SOLAR, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

For the Period from

January 1, 2019 through December 31, 2019

	Preferred Stock				Common Stock				Additional
	Number of				Number of				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance December 31, 2018		–	$	–		11,839,137	$	55,643	$	12,411,476	$	(13,146,720	)	$	(679,601	)

Preferred stock issued (Class B) @ $1.00		1,000,000		10,000		–		–		900,000		–			900,000

Net Income/(Loss)		–		–		–		–		–		(726,111	)		(726,111	)

Balance December 31, 2019		–	$	10,000		11,839,137	$	55,643	$	13,311,476	$	(13,872,831	)	$	(495,712	)

F-52

Premier Solar, Inc.

Notes to Financial Statements

NOTE 1 – THE COMPANY

Principal Solar, Inc. (“PSI”, the “Company”, “our”, “us”, or “we”) was incorporated on July 8, 2010, under the laws of the State of Texas and became a New York corporation upon consummation of a reverse merger. On March 7, 2011, the Company was acquired by Kupper Parker Communications, Inc. (“KPCG”), then a public shell company, in a reverse merger transaction whereby KPCG merged with and into PSI, with KPCG remaining as the surviving corporation and PSI becoming a wholly owned subsidiary of KPCG. In connection with the merger, the Company changed its corporate name from “Kupper Parker Communications, Inc.” to “Principal Solar, Inc.”. In accordance with the terms of this transaction, the shareholders of PSI exchanged all of their shares of PSI's $.01 par value common stock ("Common Stock") for shares of KPCG common stock that, immediately following the transaction, represented approximately 82 percent of the issued and outstanding Common Stock of the Company.

In October 2012, the Company was re-domiciled in Delaware. The Company was authorized to issue 300,000,000 shares of Common Stock with a par value of $.01 per share and 100,000,000 shares of preferred stock with a par value of $0.01 per share ("Preferred Stock"). In April 2016, the Company amended its Certificate of Incorporation reducing authorized shares to 15,000,000 shares of Common Stock and 2,000,000 shares of preferred stock. Par value of $.01 per share remained unchanged.

PSI is traded on the OTCPink ® market under the symbol "PSWW", but trading activity has waned since mid-2016.

Business

Historically, our business plan has been to acquire, build, own, and operate profitable, large-scale solar generation facilities (collectively, "solar development"). The Company has failed to secure sufficient project financing to build large-scale solar generation facilities as planned and is not considering any new large utility- scale solar projects at this time.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the periods presented have been reflected herein.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2018, the Company has an accumulated deficit of approximately $13.0 million, and the Company has had negative cash flows from operations since inception. Further, the Company is not considering any new large utility-scale solar projects at this time. Its ability to continue as a going concern is dependent upon the ability of the Company to collect its amounts receivable in order to meet its obligations, pay its liabilities arising from normal business operations when they come due, and potentially develop and execute upon a new business strategy. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

F-53

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

Income Taxes

In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes (Topic 7400) - Balance Sheet Classification of Deferred Taxes". ASU 2015-17 requires deferred tax assets to be presented separately from deferred tax liabilities, and further requires that each be presented as non-current in a classified Balance Sheet. The standard is effective for annual periods beginning after December 15, 2016. We do not expect the adoption of this standard to have a material impact on our financial position.

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. We believe the carrying values of our current assets and current liabilities approximate their fair values, and the carrying value of our notes payable approximate their estimated fair value for debts with similar terms, interest rates, and remaining maturities currently available to companies with similar credit ratings.

All related party transactions are evaluated by our officers and/or Board of Directors who take into account various factors, including their fiduciary duty to the Company; the relationships of the related parties to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; and the terms the Company could receive from an unrelated third party. Despite this review, related party transactions may not be recorded at fair value.

Use of Estimates

The preparation of our financial statements in accordance with GAAP requires us to, on an ongoing basis, make significant estimates and judgments that affect the reported values of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions we believe are reasonable under the circumstances, the results of which form the basis for our conclusions. Actual results may differ from these estimates under different assumptions or conditions. Such differences could have a material impact on our future financial position, results of operations, and cash flows.

Cash and Equivalents

We consider cash, deposits, and short-term investments with original maturities of three months or less as cash and equivalents. Our deposits are maintained primarily in two financial institutions and, at times, may exceed amounts covered by U.S. Federal Deposit Insurance Corporation insurance.

F-54

Equity Transaction Fair Values

The estimated fair value of our Common Stock issued in share-based payments is measured by the more relevant of (1) the prices received in private placement sales of our stock or (2) the Company's publicly quoted market price. We estimate the fair value of simple warrants and stock options when issued or, in the case of issuances to non-employees, when vested, using the Black-Scholes option-pricing ("Black-Scholes") model that requires the input of subjective assumptions. When valuing more complex warrants, options, or other derivative equity instruments, we use a binomial lattice-based option pricing model or Monte Carlo option pricing model, whichever management deems more appropriate under the circumstances. Recognition in stockholders’ equity and expense of the fair value of stock options awarded to employees is on the straight-line basis over the requisite service period. Subsequent changes in fair value are not recognized.

Net Loss per Share

Basic net income or loss per share is computed by dividing the net income or loss for the period by the weighted average number of shares of Common Stock outstanding for the period. Diluted income per share reflects the potential dilution of derivative securities by including other potential issuances of Common Stock including shares to be issued upon exercise of options and warrants and upon conversion of convertible debt. Potentially dilutive shares are not included in the event of a loss as the effect of doing so would be anti-dilutive. As of December 31, 2019, options to purchase 475,005 shares, and warrants to purchase 550,434 shares of our Common Stock have been excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

NOTE 3 - LIABILITIES ARISING FROM REVERSE MERGER

Liabilities arising from the reverse merger represent long term real estate leases which had been abandoned, general unsecured liabilities, commercial liens, and tax liens filed with various states all associated with the Company’s pre-reverse merger operations, which were unknowingly assumed in the March 2011 reverse merger transaction. The statute of limitations for most of such liabilities is five years and for most liens is ten years, subject to renewal at the lien holders’ option, depending upon the jurisdiction. Although the liens accrue interest at between 8% and 12% per year, the Company has ceased accruing interest as it believes the liability recorded to date is adequate to cover the ultimate claims that may, one day, be presented. Liabilities not associated with a lien have been accrued based upon management’s estimation of the amount to be paid. Liabilities associated with a lien have been accrued at face value. Management believes all such liabilities have been indemnified by Pegasus Funds, LLC (and/or its affiliates or related parties, "Pegasus") to which (including its assigns) the Company issued 534,654 shares of its common stock as part of the reverse merger transaction. However, as the Company is obligor, the Company has recorded the liability. To date, only one lien holder has approached the Company concerning payment. Such lien holder is pursuing the former management of the Company first through litigation. To the extent such lien holder recovers the liability from the former management, the lien against the Company will be reduced.

NOTE 4 - NOTES PAYABLE

Arowana Note

On August 20, 2015, the Company issued a promissory note and security agreement to Arowana in the original principal amount of $1.6 Million. The note matured on December 31, 2016 and had simple interest at the rate of 6% per annum (the "Arowana Note").

F-55

On March 2, 2017, the Company issued to Arowana a promissory note in the amount of $208 thousand to replace the earlier note. The replacement note bore interest at a rate of 10% per annum and is unsecured. The replacement note was payable in installments of $5,000 per month, beginning on the effective date of the note and each month thereafter with a balloon payment of $183 thousand due on September 30, 2017. The Company missed the final payment and the note went into default. In default, the interest rate increased to 12% per annum calculated retroactively to the original date of the note.

On December 7, 2018, the District Court of Dallas County Texas issued a judgment against the Company in the amount of $215 thousand to include unpaid principal, pre-judgment interest, plaintiff’s attorney fees, and court expenses. The court also ordered the Company to pay plaintiff's stated attorney fees in punitive amounts in the event of an appeal, which is not anticipated at this time. As of December 31, 2019, the judgment has not been amount was paid in full. The Company has attempted to contact the judgment holder but the attorney representing the judgment holder no longer represents such holder and the judgment holder has not been responsive. No collection efforts have been made on the judgment.

Effective November 25, 2015, the Company issued a promissory note to Arowana incurred in further development of a solar project, Principal Sunrise V (aka IS42). The original principal amount of the note was $269,688, it bore interest at a rate of 12% per annum, and it matured on December 31, 2016. The note was paid in full, with interest, on January 4, 2017.

NOTE 5 - COMMISSIONS PAYABLE

Vis Solis, Inc.

In November 2014, the Company entered into a services agreement (the “Services Agreement”) with Vis Solis, Inc. ("VIS"), the minority interest holder of our former Powerhouse One subsidiary, wherein VIS would refer to the Company "economically viable solar generation projects" for acquisition; identify and source engineering procurement and construction firms; identify and source operations and maintenance contractors; among other things necessary to build, own, and operate solar projects. In exchange for its services, VIS would be compensated from the construction and permanent financing arranged by the Company based upon the installed kilowatts of each project the Company accepted, took under contract, and put into commercial operation. Any compensation owing to VIS from the Company under the Services Agreement would be due either at the project’s "Financial Close" or its commercial operations date ("COD").

In August 2015, the Company assigned its contractual rights to develop, finance, and put into commercial operation its project Principal Sunrise IV to Carolina Energy Partners II, LLC (“CEP”) as the Company had been unable to arrange either construction or permanent financing for this project.

In January 2016, the Company and VIS mediated the matter and reached a settlement wherein the Company will pay VIS $900 thousand to settle all matters between the parties and terminate the original agreement. During the first quarter of 2017, the Company paid this amount in full, with funds from the COD of Principal Sunrise I.

NOTE 6 – INVESTMENT

Investment in FOX Commodities

In December 2016, the Company made its first of a series of investments in FOX Commodities, LLC (“FOX”) a privately-owned startup company using dissolved air floatation technology to clean wastewater streams. Though initially focusing on wastewater in the poultry/meat processing industries, FOX’s products and services have broad application across a wide array of industries and municipalities. FOX was led by Michael Gorton, the former executive officer of Principal Solar, Inc.

F-56

Reaching a total investment by the Company of $2.1 million in June 2017, differences among management as to FOX's strategy and focus developed and the Company sought to liquidate its investment. In December 2017, a tentative agreement was reached whereby the Company would recoup $417 thousand of its original investment and all parties would sever the relationship. As a result, the Company recorded an impairment charge of approximately $1.6 million at December 31, 2017, reducing its reported investment amount to $417 thousand. Final documents reflecting the settlement were signed on February 12, 2018, and the Company received the settlement amount on February 14, 2018.

Acquisition by Bayou Road Investments, Inc.

On July 20, 2018, the Company issued to Bayou Road Investments, Inc. (“BRI”) 6,274,879 shares of its $.01 par value Common Stock representing approximately 51% of the post-issuance outstanding and reserved shares of the Company, thereby affecting a change of control. The issuance of shares of the Company’s Common Stock was made in consideration of BRI assuming all recorded liabilities of the company.

Investment in Water Environmental Technology

In January 2018, the Company made its first of a series of investments in Water Environmental Technology, LLC (“WET”) a privately-owned startup company using dissolved air floatation technology to clean wastewater streams. Though initially focusing on wastewater in the oil and gas and the poultry/meat processing industries, WET’s products and services have broad application across a wide array of industries and municipalities. WET is led by Michael Gorton and Matthew Thompson, Ph.D, both of whom are former executive officers of Principal Solar, Inc. At December 31, 2019 the Company’s cumulative investment in WET was $544 thousand.

NOTE 7 – CAPITAL STOCK

Preferred Stock

At December 31, 2019, the Company authorized 2,000,000 shares of $.01par value Class A preferred stock and non were outstanding. At December 31, 2019, the Company authorized 1,000,000 shares of$ .01 par value Class B preferred Non-Convertible Stock and 1,000,000 shares were outstanding.

Series B Non-Convertible Preferred Stock - Except as otherwise required by law or by the Articles of Incorporation the outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding shall represent eighty percent (80%) of all votes entitled to be voted at any annual or' special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.

Common Stock

At December 31, 2019 and December 31, 2018, the Company had authorized 15,000,000 shares of $.01 par value Common Stock, and it trades on the OTC Pink ® under the symbol “PSWW.” Holders of our Common Stock are entitled to one vote per share and receive dividends or other distributions when, and if, declared by our Board of Directors.

F-57

NOTE 8 – PROMISSORY NOTES PAYABLE

Term Notes Payable arising from the acquisition of Bayou Road Investments consisted of the following at December 31, 2019

	2019		2018
Note 1 – Unsecured Note Payable; Original Issue date January 2018; Interest at 20%	$	25,000	$	–
Note 2 – Unsecured Note Payable; Original Issue date January 2018; Interest at 20%	$	25,000	$	–
Note 3 – Unsecured Note Payable; Original Issue date February 2018 Interest at 20%	$	50,000	$	–
Note 4 – Unsecured Note Payable; Original Issue date December 2014 Interest at 17%	$	250,000	$	–
Total Notes Payable	$	350,000	$	–

Accrued Interest	$	195,251	$	–

The Company is in default on all notes.

NOTE 9 – NOTE RECEIVABLE - RELATED PARTY

On December 27 , 2019, the Company closed an acquisition with an entity (Bayou Road Investments, Inc.) that was owned by the Company’s Interim Chief Executive Officer and majority shareholder, K. Bryce Toussaint. The entity held a $1,000,000 promissory note receivable from a Company majority owned by the Company’s Interim CEO, accruing interest of 8% per annum, payable to the Company. No payments have been made on the promissory note as of yet.

NOTE 10 - SUBSEQUENT EVENTS

Merger and Acquisition

The Company previously identified and had signed a Letter of Intent with a merger candidate in the Oil and Gas Industry ; however, the transaction was unsuccessful and never formalized and closed because of failure of contingencies.

On December 27^th, 2019, the company consummated the acquisition of Bayou Road Investments, Inc. a related party entity of the Interim CEO K. Bryce Toussaint. The privately held concern will become a wholly owned subsidiary of the Company. The transaction resulted in $302,751 of Goodwill being recognized by the Company.

Bayou Road has rights to ownership in Environmentally Friendly - Oil field service technologies. Consideration given for the transaction was 1,000,000 Non-Convertible Series B Preferred ..$01 par value stock. No Common stock was issued to Toussaint in conjunction with the transaction and the transaction resulted in no change of control.

F-58

PART III—EXHIBITS

Index to Exhibits

Exhibit Number	Exhibit Description

2.1	Articles of Incorporation
2.2	Certificate of Designation dated November 29, 2019
2.3	Amended Certificate of Amendment dated January 3, 2020
2.4	Certificate of Designation, dated June 26. 2020
2.8	By-Laws
3.1	Specimen Stock Certificate
4.1	Subscription Agreement
6.1	Employment Agreement of K. Bryce Toussaint, dated January 1, 2020
6.2	Employment Agreement of Anthony Lerner, dated January 1, 2020
6.3	Promissory Note dated, December 27, 2019
6.4	Distribution Agreement, dated December 2, 2019
6.5	Addendum to Distribution Agreement, dated December 2, 2019
6.6	Securities Purchase Agreement, dated July 20, 2018
6.7	Securities Purchase Agreement, dated December 27, 2019
7.1	Share Exchange Agreement, dated December 27, 2019
11.1	Consent of Donnell Suares (included in Exhibit 12.1)
12.1	Opinion of Donnell Suares

III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on June 29, 2020.

(Exact name of issuer as specified in its charter): Starstream Entertainment, Inc.

By (Signature and Title):	/s/ K. Bryce Toussaint
	K. Bryce Toussaint Chief Executive Officer (Principal Executive Officer).

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

(Signature):	/s/ K. Bryce Toussaint
	K. Bryce Toussaint
(Title):	Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer.

(Date):	June 29, 2020

SIGNATURES OF DIRECTORS:

/s/ K. Bryce Toussaint		June 29, 2020
K. Bryce Toussaint		Date

III-2

EX1A-2A CHARTER 3 principal_ex0201.htm ARTICLES OF INCORPORATION ex3-1.htm

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, Delaware, 19808. The name of its registered agent at such address is The Company Corporation.

THIRD: The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock, which this corporation is authorized to issue Four Hundred Million (400,000,000) shares of common stock with par value of $0.01.

FIFTH: The name and address of the incorporator is as follows:

The Company Corporation

2711 Centerville Road

Suite 400

Wilmington, Delaware 19808

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 27th day of September, 2012

By:	/s/ Margaret Rosado
	Name: Margaret Rosado

Assistant Secretary

EX1A-2A CHARTER 4 principal_ex0202.htm EXHIBIT 2.2 - 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 the provisions of Section 151 there of:

HEREBY CERTIFIES:

A. That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), as amended, the Board of Directors adopted resolutions establishing a new series of 1,000,000 shares of $0.01 par value Preferred Stock of the Corporation.

RESOLVED, that, pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, as amended a series of Preferred Stock of the Corporation, be and it hereby is designated and amount thereof and the rights, preferences and limitations of such series are as follows:

Designation of Shares. The designation of this series of Preferred Stock, is “Series B Preferred Stock” par value $.0.01 per share (“Series B Preferred”)

Number of Shares. The Number of Shares constituting the Series B Preferred shares is 1,000,000.

Stated Value. Each share of Series B Preferred shall have a stated value of $1.00 (“Stated Value”)

Dividend Rights. The holders of the Series B Non-Convertible Preferred Stock are not be entitled to receive any dividends.

Conversion or Redemption. The shares of Series B Preferred shall have NO conversion rights into Common Stock.

6. Preference

(a) In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation. The holders of shares of the Series B Non - Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders. whether from capital. surplus or earnings. an amount equal to one dollar ($1.00) per share.

(b) Except as otherwise required by law or by the Articles of Incorporation the outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding shall represent eighty percent (80%) of all votes entitled to be voted at any annual or' special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shalt represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.

(c) The Corporation will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation. merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Articles of Incorporation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series B Non- Convertible Preferred Stock against impairment.

(d) The Series B Non-Convertible Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of Common Stock of the Corporation, and any other class or series of stock of the Corporation which by its terms shall rank junior to the Series B Non-Convertible Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Corporation and any other class or series of stock of the Corporation which by its term shall rank senior to the Series B Non-Convertible Preferred Stock.

(e) So long as any shares of Series B Non-Convertible Preferred Stock are outstanding, the Corporation shall not (i) alter or change any of the powers, preferences, privileges or rights of the Series B Non-Convertible Preferred Stock., without first obtaining the approval by vote or written consent, in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series B Non-Convertible Preferred Stock, as to changes affecting the Series B Non-Convertible Preferred Stock.

(f) The shares of the Series B Non-Convertible Preferred Stock are not redeemable

(g) So long as any shares of Series B Non-Convertible Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by the Delaware Business Corporation Act) of the Holders of at least a majority of the then outstanding shares of Series B Non-Convertible Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series B Non-Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series B Non-Convertible Preferred Stock; (c) create any new class or series of capital stock having a preference over the Series B Non-Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined, '"Senior Securities; (d) create any new class, or series of capital stock ranking pari passu with the Series B Non-Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined "Pari Passu Securities"); (e) increase the authorized number of shares of Series B Non-Convertible Preferred Stock; (f) issue any shares of Series B Non-Convertible Preferred Stock other than pursuant to the Securities Purchase Agreement with the original parties thereto; (g) issue any additional shares of Senior Securities; or (h) or declare or pay any cash dividend or distribution on. any Junior Securities.

(h) If holders of at least a majority of the then outstanding shares of Series B Non-Convertible Preferred Stock agree to allow the Corporation to alter or change die rights. preferences or privileges of the shares of Series B Non-Convertible Preferred Stock pursuant to subsection (a) above, then the Corporation shall deliver notice of such approved change to the Holders of the Series B Non-Convertible Preferred Stock that did not agree to such alteration or change (the “Dissenting Shareholders").

(i) If at any time or from time to time there shall be (i) a merger, or consolidation of the Corporation with or into another corporation. (ii) the sale of all or substantially all of the Corporation's capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Corporation shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Corporation in which in excess of 50 percent of the Corporation's voting power is transferred (each a "Reorganization" then as a part of such Reorganization, provision shall be made so that the holders of the Series B Non-Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Corporation, or of the successor corporation resulting from such Reorganization.

(j) The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization. recapitalization. transfer of assets. consolidation. merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation. but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Non-Convertible Preferred Stock against impairment.

B. That the above resolution was adopted by all necessary action on the part of the Corporation.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate to the name and on behalf of PRINCIPAL SOLAR, INC. on the 29^th day of November 2019 and the statements contained herein are affirmed as true under penalty of perjury.

PRINCIPAL SOLAR, INC.

/s/ K. Bryce Toussaint

K. Bryce Toussaint
Chief Executive Officer

EX1A-2A CHARTER 5 principal_ex0203.htm EXHIBIT 2.3 - 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, you must submit $9.00 for each additional page. You will receive a stamped filed copy of your submitted document. A certified copy may be requested for an additional $50. Should you be increasing the authorized stock, the filing fee could exceed the minimum. Expedited services are available. Please contact our office concerning these fees. Please make your check payable to the “Delaware Secretary of State”.

For the convenience of processing your order in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you if necessary. Please make sure you thoroughly complete all information requested on this form. It is important that the execution be legible, we request that you print or type your name under the signature line.

Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-3073.

	Sincerely,
	Department of State
	Division of Corporations

encl.

rev. 07/04

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of

Principal Solar Inc.

resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FOUR (FOURTH) " so that, as amended, said Article shall be and read as follows:

The total number of shares of Stock which this corporation is authorized to issue is One Billion (1,000,000,000) Common with par value of $.01 and Two Million (2,000,000) Preferred with par value of $.01.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this Third day of January, 2020.

By:	/s/ K. Bryce Toussaint
	Authorized Officer

Title:	Board Chairman and CEO

Name:	K. Bryce Toussaint
	Print or Type

EX1A-2A CHARTER 6 principal_ex0204.htm EXHIBIT 2.4 - AMENDED CERTIFICATION 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:

That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), as amended, the Board of Directors adopting resolutions amending the rights and limitations on the Corporation’s previously designated 500,000 shares of $0.01 par value Series A Non-Convertible Preferred Stock of the Corporation.

RESOLVED, that, pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, as amended, the Corporation’s Series A Non-Convertible Preferred Stock of the Corporation be, and it hereby is, amended and designated and amount thereof and the rights, preferences and limitation of such series are as follows:

Designation of Shares. The designation of this series of Preferred Stock is “Series A Non-Convertible Preferred Stock”, par value $0.01 per share (“Series A Preferred”)

Number of Shares. Five Hundred (500,000) shares of the authorized shares of preferred stock are hereby designated “Series A Non -Convertible Preferred Stock” (the “Series APreferred”);

Stated Value. Each share of Series A Preferred shall have a stated value of $2.00 (“Stated Value”)

Dividend Rights; Distributions. Holders of Series A Stock shall be entitled to a semiannual interest payment equal to Eight Percent (8%) per annum of the amount invested from the date of issuance. Such dividend payment will be made on or before July 15th and on or Before January 15th of each calendar year, on each outstanding share of Series A Preferred.

(a)

Such dividends may be paid, at the sole election of the Holder , either in (i) cash, (ii) shares of Common Stock,

(iii) shares of any other equity securities of the Company, or (iv) any combination of the foregoing, provided that funds and/or equity securities are legally available to pay such dividends. If the Holder elects and the Company is to pay dividends in shares of Common Stock, Preferred Stock, and/or any other equity securities of the Company (“PIK Dividends”), such dividends shall be paid in full shares only, with any shares to be rounded up to a full share for any fractional share to be paid.

(b)

No dividend payment shall be made on or with respect to any shares of Junior Stock unless, prior thereto, all unpaid dividends on any shares of Series A Preferred Stock shall have been paid on all then outstanding shares of Series A Preferred Stock.

(c)

Dividends on Series A Preferred shall be calculated on the basis of a 360 -day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the original issue date on a simple interest basis.

	5.	Ranking. The Series A Preferred Stock shall rank, as to payment of dividends, rights to distribution of assets upon liquidation, dissolution rights and/or winding up rights of the Company and such other items as may arise from time to time: senior to the shares of (a) common stock, par value $0.01 per share, of the Company (the “Common Stock”), and (c) any other class or series of capital stock issued by the Company which by its terms does not expressly rank senior to or on a parity with the Series A Preferred Stock ( the “Junior Stock”).

	6.	Redemption. The company will redeem each share of Series A Preferred Stock on or before the third anniversary from the date of its issuance. The redemption shall include any accrued and unpaid dividends.

Notices of Record Date. Upon any taking by the Company of a record of the holders of any class of securities for the purpose of (i) any dividend or other distribution; (ii) any reclassification or recapitalization of the capital stock of the Company, or any merger or consolidation of the Company or transfer of all or substantially all of the assets of the Company to any other entity or person; or (iii) any liquidation, dissolution or winding up of the Company, the Company shall mail to each holder of Preferred Stock, at least ten (10) days prior to the earliest date specified therein, a notice specifying (A) the date on which any such record is to be taken, (B) the date on which any such event is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such event.

Notices. All notices required to be given under this Amendment shall be deemed given when personally delivered or delivered by facsimile transmission or electronic mail with printed confirmation of receipt, or one (1) Business Day after being sent by overnight courier, or three (3) Business Days after being sent by United States mail, return receipt requested, to the party’s address specified in this Amendment or, in the case of any holder of Preferred Stock, at the address appearing on the books of the Company or at such other address as such party may, from time to time, specifically designate by written notice.

No Reissuance of Preferred Stock. Any shares of Preferred Stock acquired by the Company for any reason shall be canceled, retired, and eliminated from the shares of Preferred Stock that the Company is authorized to issue. All such shares shall, upon their cancellation, become authorized but unissued and undesignated shares of preferred stock and may be reissued as part of a new series of preferred stock, subject to the terms, conditions and restrictions on issuance set forth in the Company’s Articles of Incorporation or in any amendment thereto creating a new series of preferred stock or any similar stock or as otherwise required by law.

10.

Exclusion of Other Rights and Privileges. Except as may otherwise be required by law, the Series A Preferred shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designation (as such resolution may be amended from time to time pursuant to Section 1 hereof).

That the above resolution was adopted by all necessary action on the part of the Corporation.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate in the name and on behalf of PRINCIPAL SOLAR, INC. on this 26th day of June, 2020, and the statements contained herein are affirmed as true under penalty of perjury.

PRINCIPAL SOLAR, INC.

K. BRYCE TOUSAINT

Chief Executive Officer & Chairman of the Board

EX1A-2B BYLAWS 7 principal_ex0208.htm 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 designate or as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

1. ANNUAL MEETING

The annual meeting of the shareholders shall be held on the first (1st) day in the month of December in each year (unless a holiday or weekend, then the following business day), beginning with the year 2012, at the hour of 10 o'clock a.m., for the purpose of electing directors (hereinafter “Directors”) and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of Delaware, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

2. SPECIAL MEETINGS

Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president (hereinafter “President”) or by the Board of Directors, and shall be called by the President at the request of the holders of not less than Ten percent (10%) as per Title 1, Chapter 7, Section 211 of 2011 Delaware Code of all the outstanding shares of the Corporation entitled to vote at the meeting.

3. PLACE OF MEETING

The Board of Directors may designate any place, either within or without the states of Delaware or Texas, U.S.A., unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the states of Delaware or Texas, U.S.A., unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation.

4. NOTICE OF MEETING

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than Ten (10) days nor more than Sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid as per § 1.7.222 of 2011 Delaware Code.

5. CLOSING OF TRANSFER BOOKS OF EXISTING RECORD

The purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case Sixty (60) days. If the stock transfer oks shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least fifteen (15) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders such date in any case to be not more than fifteen (15) days and, in case of a meeting of shareholders, not less than five (5) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

6. VOTING LISTS

The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

7. QUORUM

A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

8. PROXIES

At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other and participation in a meeting under such circumstances shall constitute presence at the meeting.

9. VOTING OF SHARES

Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

10. VOTING OF SHARES BY CERTAIN HOLDERS

Shares standing in the name of another corporation may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name as per § 1.7.215 of 2011 Delaware Code, Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to the Corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

11. INFORMAL ACTION BY SHAREHOLDERS

Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

1. GENERAL POWERS

The business and affairs of the Corporation shall be managed by its Board of Directors.

2. NUMBER, TENURE, AND QUALIFICATIONS

The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

3. REGULAR MEETINGS

A regular meeting of the Board of Directors shall be held without other notice than these bylaws immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.

4. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

5. NOTICE

Notice of any special meeting shall be given at least Two (2) days previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid, as per § 8.1.141 of 2011 Delaware Code, If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Directors may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6. QUORUM

A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

7. MANNER OF ACTING

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

8. ACTION WITHOUT A MEETING

Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.

9. VACANCIES

Vacancies on the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote, unless otherwise provided by law as Per § 8.1.142 of 2011 Delaware Code. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified. A vacancy or vacancies on the board of directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or who has been convicted of a felony, or if the authorized number of directors is increased or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be elected at such meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the chairman of the board, the president/CEO, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a later time, the board of directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before the expiration of such director’s term of office.

10. COMPENSATION

By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as Director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

11. PRESUMPTION OF ASSENT

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary (hereinafter “Secretary”) of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to Director who voted in favor of such action.

ARTICLE IV

OFFICERS

1. NUMBER

The officers of the Corporation shall be a chief executive officer (CEO), a president, a chief operating officer (COO), an Executive vice president (EVP), a secretary, and a treasurer and chief financial officer (CFO). The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 2 of this Article IV. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a chairman (hereinafter “Chairman”) of the board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person, except for the offices of President and Secretary which may not be held by the same person. Officers may be Directors or shareholders of the Corporation as per § 8.1.143 of 2011 Delaware Code.

2. ELECTION AND TERM OF OFFICE

The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

3. REMOVAL AND VACANCIES

Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

4. CHIEF EXECUTIVE OFFICER AND PRESIDENT

The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the board in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

A President may be appointed by the Board to serve is some or all of the duties as specified for the Chief Executive Officer. Absent such separate appointment, the chief executive officer may also be held out as the president of the Corporation.

5. VICE PRESIDENT

In the absence of the President or in event of his death, inability, or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Directors. If no such rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having the first rank.

6. SECRETARY

The Secretary shall:

a. Keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute books provided for that purpose;

b. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law;

c. Be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized;

d. Keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder;

e. Sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;

f. Have general charge of the stock transfer books of the Corporation; and

g. In general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

7. TREASURER OR CHIEF FINANCIAL OFFICER

The Treasurer (or Chief Financial Officer) shall:

a. Have charge and custody of and be responsible for all funds and securities of the Corporation;

b. Receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these bylaws; and

c. In general perform all of the duties incident to the office of Treasurer (or CFO) and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall reasonably determine.

8. SALARIES

The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

ARTICLE V

INDEMNITY

The Corporation shall indemnify its Directors, officers, and employees as follows:

a. Every Director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a Director, officer, employee, or agent of the Corporation or any settlement thereof, whether or not he is a Director, officer, employee, or agent at the time such expenses are incurred, except in such cases wherein the Director, officer, or employee is adjudged guilty of willful nonfeasance, misfeasance, or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

b. The Corporation shall provide to any person who is or was a Director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of the Corporation, partnership, joint venture, trust, or enterprise, the indemnity against expenses of suit, litigation, or other proceedings which is specifically permissible under applicable law.

c. The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article V.

ARTICLE VI

CHECKS, DEPOSITS CONTRACTS, AND LOANS

1. CHECKS

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

2. DEPOSITS

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

3. CONTRACTS

The board of directors, except as otherwise provided in these By-Laws, may authorize any officers, agent or agents to enter into any contract or execute any instrument in the name of and for the corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of any officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Notwithstanding the foregoing, the CEO, Executive vice president, and CFO of the corporation, acting alone with no countersignature required, are specifically authorized to enter into any contract or execute any instrument in the name of and for the corporation, and has the specific power and authority to bind the corporation by any contract and engagement and to pledge its credit and render the corporation liable for any purpose or in any amount.

4. LOANS

The board of directors, except as otherwise provided in these By-Laws, may impose monetary and term guidelines on the authority of the Corporation’s officers or agents to contract loans or other indebtedness on behalf of the Corporation.

5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The CEO/President, any vice president or any person either authorized by the board of directors or by any of the foregoing designated officers is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority granted to such officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of such officers in person or by any person authorized to do so by a proxy duly executed by such officers.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

1. CERTIFICATES FOR SHARES

Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

2. TRANSFER OF SHARES

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Provided, however, that upon any action undertaken by the shareholders to elect S Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the bylaws so long as said agreement is in force and effect.

3. LOS SHARES

Except as provided in this Section 3, no new certificate for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorized the issuance of a replacement certificate on such terms and conditions as the board may require, including a provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

ARTICLE VIII

BOOKS AND REPORTS

1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.

The Corporation shall keep at its principal executive offices or at the office of its transfer agent or registrar, if either be designated and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders of the corporation holding at least 5% in the aggregate of the outstanding voting shares of the Corporation may (i) inspect and copy the record of shareholders’ names and addresses and share holdings during usual business hours, on five days prior written demand on the Corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of directors, and their share holdings, as of the most recent record date for which such list has been compiled or as of a date specified by such shareholder or shareholders after the date of demand. Such list shall be made available to any such shareholder by the transfer agent on or before the later of five days after the demand is received or the date specified in the demand as the date as of which such list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or a holder of a voting trust certificate making the demand.

2. MAINTENANCE AND INSPECTION OF BY-LAWS

The Corporation shall keep at its principal executive office or, if its principal executive office is not in the State of Texas, at its principal business office in the State of Texas, the original or a copy of these By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of Texas and the corporation has no principal business office in the State of Texas, the secretary shall, upon the written request of any shareholder, furnish to such shareholder a copy of these By-Laws as amended to date.

3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

The accounting books and records and minutes of proceedings of the shareholders and the board of directors shall be kept at such place or places as may be designated by the board of directors or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as a holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. The rights of inspection set forth in this Section 3 shall extend to the equivalent records of each subsidiary corporation of the corporation.

4. INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. Such inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of all documents.

5. ANNUAL REPORT TO SHAREHOLDERS

The annual report to shareholders is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

6. FINANCIAL STATEMENTS

A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for 12 months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least 5% of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six- month or nine-month period of the then current fiscal year ending more than 30 days before the date of the request and a balance sheet of the Corporation as of the end of such period, the chief financial officer shall cause such statement to be prepared, if not already prepared, and shall deliver personally or mail such statement to the person making such request within 30 days after the receipt of such request. If the Corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within 30 days after such request.

The Corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this Section 6 shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the Corporation.

7. INITIAL LIST AND RESIDENT AGENT

The corporation shall file with the Secretary of states of Delaware and Texas, as and when required and on the prescribed form, the Initial List and Resident Agent Form in compliance with Delaware and Texas statutes.

ARTICLE IX

FISCAL YEAR

The fiscal year of the Corporation shall begin on the January 1st of each year and end on December 31st of each year.

ARTICLE X

DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE XI

CORPORATE SEAL

At the discretion of the Board of Directors, the Corporation may adopt a corporate seal, circular in form, and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, "Corporate Seal". No seal shall be necessary to make any contract or undertaking valid.

ARTICLE XII

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the Corporation under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, as Per§ 8.1.141 of 2011 Delaware Code, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLEXIIT

AMENDMENTS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

Certification of Adoption of Bylaws

The above bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 30th day of September, 2012.

/s/ David Cary

David Cary, Corporate Secretary

EX1A-3 HLDRS RTS 8 principal_ex0301.htm 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 constitute and appoint ____ of the undersigned to transfer the said shares on the books of the Company with full power of substitution in the premises dated ___ signature of shareholder signature of guarantor

EX1A-4 SUBS AGMT 9 principal_ex0401.htm 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 PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS RELATING TO THE OFFERING AND PRESENTED TO INVESTORS ON THE COMPANY’S WEBSITE OR PROVIDED BY THE BROKER (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Principal Solar, Inc., a Delaware corporation (the “Company”), at a purchase price of $0.10 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein.

(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.

(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement (which may be executed and delivered electronically), along with payment for the aggregate purchase price of the Securities by the methods listed in the Offering Circular such as, ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods.

(b) No Escrow. The proceeds of this offering will not be placed into an escrow account. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company 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, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth in “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements. Complete copies of the Company’s financial statements consisting of the balance sheets of the Company given in the Offering Circular and the related statements of income, stockholders’ equity and cash flows for the two-year period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.

(h) Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is a limited public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(e) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(f) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(g) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(h) Issuer-Directed Offering; No Underwriter. Subscriber understands that the offering is being conducted by the Company directly (issuer-directed) and the Company has not engaged a selling agent such as an underwriter or placement agent.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Survival of Representations. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Texas.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

Principal Solar, Inc.

100 Crescent Court, Suite 700

Dallas, TX 75201

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

Principal Solar, Inc.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Common Stock of Principal Solar, Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of shares of Common Stock the undersigned hereby irrevocably subscribes for is:
		(print number of Shares)

(b) The aggregate purchase price (based on a purchase price of $0.01 per Share) for the Common Stock the undersigned hereby irrevocably subscribes for is:		$
		(print aggregate purchase price)



		(print applicable number from Appendix A)



(c) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________
(print name of owner or joint owners)

If the Securities are to be purchased in joint names, both Subscribers must sign:

__________________________________
Signature	___________________________________
	Signature
__________________________________
Name (Please Print)	___________________________________
	Name (Please Print)
__________________________________

Entity Name (if applicable)

__________________________________
Signatory title (if applicable)

__________________________________	___________________________________
Email address	Email address

__________________________________	___________________________________
Address	Address
__________________________________	___________________________________

__________________________________	___________________________________
Telephone Number	Telephone Number

__________________________________	___________________________________
Social Security Number/EIN	Social Security Number

__________________________________	___________________________________
Date	Date

* * * * *

This Subscription is accepted	Principal Solar, Inc.
on _____________, 2020
	By:
		Name:
		Title:

EX1A-6 MAT CTRCT 10 principal_ex0601.htm EXHIBIT 6.1 - EMPLOYMENT AGREEMENT OF K. BRYCE TOUSSAINT

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, duties, hours, and responsibilities shall be as determined, from time to time, by the Board of Directors and/or Management of the Company and Employee shall have the initial title of Chief Executive Officer. For as long as Employee is employed by Employer, Employee will competently perform as an employee in accordance with the duties, hours, and responsibilities assigned and the Employee will devote his/her full business time and energies to advance the business and welfare of Employer and will not engage in any other business enterprise without the prior written approval of the Board of Directors of Employer or its designee.

3.	Place of Employment

During the term of this Agreement, Employee will not be required to undertake any duties or responsibilities that would make it necessary or desirable to move Employee's residence.

4.	Compensation

As full compensation for all services rendered under this Agreement, Employee shall receive the salary and other benefits described as follows:

a) Salary: $120,000 per year (per an approved bonus schedule) until the Company raises $1,000,000 in capital funding, at which time the Employee salary will be increased to $150,000 per year. In addition, Employee is eligible to participate in any bonus pools established by the Company (e.g. management compensation bonus pool, 5% of pretax profits, once the Company reaches profitability). The salary shall be that set from time to time by the Company.

b) Other Benefits Employee shall, if otherwise eligible under the terms thereof, be eligible to participate in the company 's medical, dental, retirement or life insurance plans, if any, under the same terms and conditions as are applicable to other employees in similar capacities.

c) Vacation Employee shall be entitled to 15 days vacation per year of work. Employer reserves all rights as to approval of the dates of such vacation.

5.	Business Expenses

a) Business Expenses as Employee Expense. Any and all expenses incurred by the Employee, without prior approval and agreement to reimburse on the part of Employer, including, but not limited to, expenses related to travel, car maintenance and gasoline, cell phone, and pagers, are expenses of the Employee. Employer may advance sums to Employee from time to time for reasonable business expenses incurred by Employee in promoting the business of Employer.

b) Reimbursable Business Expenses. Employer may, in its sole discretion, agree to reimburse business expenses. The following requirements shall be met with respect to such reimbursable expenses:

(1) That all such expenditures are approved in advance by Employer or Designee in writing, and

(2) That Employee submit weekly itemized expense account data in the form required by Employee sufficient to substantiate a deduction for said pre-approved business expense under all applicable rules and regulations of federal and state taxing authorities.

6.	Records and Accounts/Exclusive Property of Employer

All records relating in any manner whatsoever to the business of Employer or the customers or principals of Employer whether prepared by Employee or otherwise coming into his/her possession, shall be the exclusive property of Employer, regardless of who actually purchased, prepared, or acquired the original book or record. All such books and records shall be immediately returned to Employer by Employee upon termination of his/her employment hereunder of any reason. If Employee purchases any record, book, ledger, or similar item to be used of records keeping, Employee shall immediately notify Employer.

7.	Term and Termination

a) The employment of the Executive by the Company shall terminate on the second anniversary of the Effective Date (the “Initial Term”), unless sooner terminated as hereinafter provided. Following the Initial Term, this Agreement shall be automatically renewed for successive additional one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party gives prior written notice of non-renewal to the other party at least sixty (60) days prior to the termination date of the Initial Term or the then current Renewal Term, as applicable.. This employment contract shall terminate immediately and automatically for any of the following occurrences:

i. Upon notice for cause, including but not limited to, the Employee's dishonesty in relations with or on behalf of Employer; or upon a material breach of this agreement by Employee; or violation in terms of Non• Disclosure Agreement entered into between Employer and Employee or between Employer and third parties.

ii.

The death of the Employee.

iii.

The legally adjudicated incompetence of the Employee.

b) Protection of Confidential Information after Termination of Employment.

i. Employee acknowledges that the sale of unauthorized use of, or disclosure of confidential information of Employer constitutes unfair competition. Employee promises and agrees not to engage in any unfair competition.

ii.

Employee shall not:

A. Make known to any person, firm, or corporation the names or addresses of any of the customers or principals of Employer.

B. For a period of three (3) years immediately following the termination of his/ her employment with the Employer, either directly or indirectly, solicit, or take away, or attempt to solicit, or take away any of the customers or principals of Employer either for him/herself of for any other person, firm, or corporation, by the use of confidential information obtained from Employer during his/her term or employment.

C. Violate the terms of any non-disclosure agreement entered into by the Employee or by the Company.

8.	Restriction on Competitive Activity During Employment/Protection of Confidential Information/Conflict of Interests.

So long as Employee is employed by Employer, Employee shall not, unless specifically directed or authorized to do so in writing by the Board of the Directors directly or indirectly:

a) Engage in any business or activities in competition in any manner whatsoever with the business of Employer.

b) Call on, Solicit, or attempt to call on or solicit, any client or customer of Employer for the account of anyone other the Employer

c) Reveal confidential information of either Employer or a principal to any individual, partnership, corporation, or association, including one in a business competitive with Employer in any manner whatsoever, other that as necessary and appropriate in the ordinary course of Employer's business. Confidential information includes but is not limited to, the names or addresses of any principal or customer of the Employer contact persons, purchasing of buying patterns, operating patterns, confidential technical information of a customer or principal, and/or any information subject to a non-disclosure agreement.

d) Use or disclose any proprietary information or trade secrets of any former of concurrent employer or other person or entity, or bring onto the business premises of the Company any unpublished document or data or proprietary information belonging to any former of concurrent employer or other person or entity, or store any data evidencing any proprietary information or trade secrets of any former of concurrent employer or other person or entity in any computer which is used to store data of the Company or perform work for the Company. whether stand alone, or in network, and whether such computer is located on the business premises of the Company or elsewhere.

e) Employee shall further execute and adhere to any Conflict of Interest Guidelines made available to Employee from time to time.

9.	Inventions and Original Works

a) Inventions/Original Works Retained and Licensed. Employee has completed and attached hereto a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to employment with the Company (collectively referred to as "Prior fnventions'1, which belong to Employee, which relate to the Companv 's proposed business, products or research and development, and which are not assigned to the Company hereunder, or, if no such list is attached or the attached form titled "List of Prior Inventions and Original Works", Employee represents that there are no such Prior Inventions and acknowledges having none. If in the course of any employment with the Company , Employee incorporates into a Company product, process or machine a Prior Invention owned by Employee or in which Employee has, an ownership interest, the Company is hereby granted and shall have a nonexclusive, royalty free, irrevocable, ninety-nine (99) year worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine, which license shall be confirmed, in a separate writing or writings at the request of Employer.

b) Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company. and hereby assign to the Company. or its designee, all Employee's right, title and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is in the employ of the Company (collectively referred to as ''Inventions',, except as provided in below. Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of and during the period of employment with the Company and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. Employee understands and agrees that the decision whether or not to commercialize or market any invention developed by Employee solely or jointly with others is within the Company's sole discretion and for the Company's sole benefit and that no royalty will be due to Employee as a result of the Company's efforts or non-efforts to commercialize or market any such invention.

c) Inventions Assigned to the United States. Employee agrees to assign to the United States Government all Employee's right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

d) Maintenance of Records. Employee agrees to keep and maintain adequate and current written records of all Inventions made by Employee (solely or jointly with others) during the term of employment with the Companv. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company .

The records will be available to and remain the sole property of the Company at all times.

e) Patent and Copyright Registrations. Employee agrees to assist the Company. or its designee, at the Company's expense, in every proper way to secure, protect and/or transfer the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, licenses, and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, customers, purchasers and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Employee further agrees that his/her obligation to execute or cause to be executed, when it is in his/her power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of Employee's mental or physical incapacity or for any other reason to secure Employee's signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his/her agent and attorney in fact, to act for and in his/her behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Employee.

f) Exception to Assignments. Employee understands that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of Texas Labor Code, e.g. an invention that the Employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the Employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the Employee for the Employer. Employee will advise the Company promptly in writing of any inventions that Employee believes meet s the criteria in Texas Labor Code and not otherwise disclosed.

10.

No Waiver

The waiver of a breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any further breach of such term or condition or the waiver of any other term or condition of this Agreement. Nothing contained in this Agreement shall be construed as prohibiting Employer from pursuing any other remedies available to it for any breach or threatened breach, including the recovery of money damages.

11.

Severability

To the extent that the covenants and agreements set forth herein, or any portion thereof shall be found to be illegal or unenforceable of any reason, such word, clause, phrase, or sentence shall be modified or deleted in such a manner so as to make this Employment Contract as modified, legal and enforceable under applicable laws, and the balance of the covenants and agreements of the parties or parts thereof, shall not be affected thereby and shall remain in full force and effect.

12.	Assignment

This Agreement shall extend to and be binding on Employer and its successors and assigns. Except as otherwise provided herein, Employee's rights to receive payments pursuant to this Agreement shall be non-assign able.

13.	Specific Performance

The parties hereto agree that the services to be performed by Employee here under are of a special, unusual, and extraordinary character which gives them a unique value, and that in that in the course of said services , Employee will have access to and make use of various trade secrets and confidential information of Employer. Employees acknowledge that breach of any of his/her agreements pertaining to the protection of confidential information, whether by contract or by law, will result in irreparable and continuing damage to Employer for which there will be no adequate remedy at law. Accordingly, Employee agrees that Employer, in addition to any other rights and remedies which Employer may possess, shall be entitled to injunctive and other equitable relief to prevent misuse of confidential information.

14.	Controlling Law

This contract shall, in all respects be interpreted, constructed, and enforced according to the laws of the State of Texas. Any dispute arising under this agreement shall be heard in the Courts within the State of Texas.

15.	Amendment/Integration

Employee acknowledges and agrees that Employer has made no representations or offers other that those set forth herein. This contract is the final expression of the agreement between Employer and the Employee. This Contract may be amended at any time, but only by written instrument signed by the parties hereto. This Contract shall not under any circumstances be amended by implication. Non-Disclosure agreement(s) executed by the Employee shall be considered as addendum(s) hereto.

Copies and the Original. Facsimile and photocopies of this Agreement shall be deemed as valid as the original.

Signatures:

Employee

K. Bryce Toussaint, Chairman and CEO

Principal Solar Inc.

EX1A-6 MAT CTRCT 11 principal_ex0602.htm EXHIBIT 6.2 - EMPLOYMENT AGREEMENT OF ANTHONY LERNER

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, hours, and responsibilities shall be as determined, from time to time, by the Board of Directors and/or Management of the Company and Employee shall have the initial title of Chief Operating Officer. For as long as Employee is employed by Employer, Employee will competently perform as an employee in accordance with the duties, hours, and responsibilities assigned and the Employee will devote his/her full business time and energies to advance the business and welfare of Employer and will not engage in any other business enterprise without the prior written approval of the Board of Directors of Employer or its designee.

3. Place of Employment

During the term of this Agreement, Employee will not be required to undertake any duties or responsibilities that would make it necessary or desirable to move Employee's residence.

4. Compensation

As full compensation for all services rendered under this Agreement, Employee shall receive the salary and other benefits described as follows:

b) Other Benefits Employee shall, if otherwise eligible under the terms thereof, be eligible to participate in the company's medical, dental, retirement or life insurance plans, if any, under the same terms and conditions as are applicable to other employees in similar capacities.

c) Vacation Employee shall be entitled to 15 days vacation per year of work. Employer reserves all rights as to approval of the dates of such vacation.

5. Business Expenses

b) Reimbursable Business Expenses. Employer may, in its sole discretion, agree to reimburse business expenses. The following requirements shall be met with respect to such reimbursable expenses:

(1) That all such expenditures are approved in advance by Employer or Designee in writing, and

6. Records and Accounts/Exclusive Property of Employer

7. Term and Termination

i. Upon notice for cause, including but not limited to, the Employee's dishonesty in relations with or on behalf of Employer; or upon a material breach of this agreement by Employee; or violation in terms of Non-Disclosure Agreement entered into between Employer and Employee or between Employer and third parties.

ii. The death of the Employee.

iii. The legally adjudicated incompetence of the Employee.

b) Protection of Confidential Information after Termination of Employment.

ii. Employee shall not:

A. Make known to any person, firm, or corporation the names or addresses of any of the customers or principals of Employer.

C. Violate the terms of any non-disclosure agreement entered into by the Employee or by the Company .

8. Restriction on Competitive Activity During Employment/Protection of Confidential Information/Conflict of Interests.

So long as Employee is employed by Employer, Employee shall not, unless specifically directed or authorized to do so in writing by the Board of the Directors directly or indirectly:

a) Engage in any business or activities in competition in any manner whatsoever with the business of Employer.

b) Call on, Solicit, or attempt to call on or solicit, any client or customer of Employer for the account of anyone other the Employer Reveal confidential information of either Employer or a principal to any individual, partnership, corporation, or association, including one in a business competitive with Employer in any manner whatsoever, other that as necessary and appropriate in the ordinary course of Employer's business. Confidential information includes but is not limited to, the names or addresses of any principal or customer of the Employer contact persons, purchasing of buying patterns, operating patterns, confidential technical information of a customer or principal, and/or any information subject to a non-disclosure agreement.

c) Use or disclose any proprietary information or trade secrets of any former of concurrent employer or other person or entity, or bring onto the business premises of the Company any unpublished document or data or proprietary information belonging to any former of concurrent employer or other person or entity, or store any data evidencing any proprietary information or trade secrets of any former of concurrent employer or other person or entity in any computer which is used to store data of the Company or perform work for the Company. whether stand alone, or in network, and whether such computer is located on the business premises of the Company or elsewhere.

d) Employee shall further execute and adhere to any Conflict of Interest Guidelines made available to Employee from time to time.

9. Inventions and Original Works

a) Inventions/Original Works Retained and Licensed. Employee has completed and attached hereto a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to employment with the Company (collectively referred to as "Prior fnventions'1, which belong to Employee, which relate to the Company's proposed business, products or research and development, and which are not assigned to the Company hereunder, or, if no such list is attached or the attached form titled "List of Prior Inventions and Original Works", Employee represents that there are no such Prior Inventions and acknowledges having none. If in the course of any employment with the Company, Employee incorporates into a Company product, process or machine a Prior Invention owned by Employee or in which Employee has, an ownership interest, the Company is hereby granted and shall have a nonexclusive, royalty free, irrevocable, ninety-nine (99) year worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine, which license shall be confirmed, in a separate writing or writings at the request of Employer.

b) Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company. or its designee, all Employee's right, title and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is in the employ of the Company (collectively referred to as ''Inventions',, except as provided in below. Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of and during the period of employment with the Company and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. Employee understands and agrees that the decision whether or not to commercialize or market any invention developed by Employee solely or jointly with others is within the Company's sole discretion and for the Company's sole benefit and that no royalty will be due to Employee as a result of the Company's efforts or non-efforts to commercialize or market any such invention.

The records will be available to and remain the sole property of the Company at all times.

(1) Relate at the time of conception or reduction to practice of the invention to the Employer's business, or actual or demonstrably anticipated

research or development of the employer; or

(2) Result from any work performed by the Employee for the Employer. Employee will advise the Company promptly in writing of any inventions that Employee believes meets the criteria in Texas Labor Code and not otherwise disclosed.

10. No Waiver

11. Severability

12. Assignment

13. Specific Performance

14. Controlling Law

15. Amendment/Integration

Copies and the Original. Facsimile and photocopies of this Agreement shall be deemed as valid as the original.

Signatures:

Employee

Anthony Lerner

/s/ Anthony Lerner

Company

/s/ K. Bryce Toussaint

K. Bryce Toussaint, Chairman and CEO
Principal Solar Inc.

EX1A-6 MAT CTRCT 12 principal_ex0603.htm EXHIBIT 6.3 - PROMISSORY NOTE

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

FOR VALUE AND CONSIDERATION RECEIVED, The Purchaser promises to pay to the Seller (Bayou Road Investments, Inc.) at such address as may be provided in writing to the Purchaser, the principal sum of $1,000,000.00 USD, together with interest as set forth below, beginning on December 27, 2019.

This Note will accrue interest at a rate of 8% per annum, on the first day of each month commencing the month following the beginning of the loan under this Note and continuing until The Principal and any unpaid accrued interest is paid on or before November 30, 2023 with the balance then owing under this Note being paid at that time.

Notwithstanding anything to the contrary in this Note, if the Purchaser defaults in the performance of any obligation under this Note, then the Seller may declare the principal amount owing and interest due under this Note at that time to be immediately due and payable.

All costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Seller in enforcing this Note as a result of any default by the Purchaser, will be added to the principal then outstanding and will immediately be paid by the Purchaser.

This Note is secured by the following security (the 'Security'): approximately 6,274,879 million shares of PSWW common stock.

The Purchaser grants to the Seller a security interest in the Security until this Note is paid in full. The Seller will be listed as a Seller on the title of the Security whether or not the Seller elects to perfect the security interest in the Security.

If the Purchaser defaults in payment as required under this Note or after demand for ten(10) days, the Security will be immediately provided to the Seller and the Seller is granted all rights of repossession as a secured party.

If any term, covenant, condition or provision of this Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Note will inno way be affected, impaired or invalidated as a result.

This Note will be construed in accordance with and governed by the laws of the State of Texas.

10.

This Note will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Purchaser and the Seller. The Purchaser waives presentment for payment, notice of non-payment, protest and notice of protest.

IN WITNESS WHEREOF the parties have duly affixed their signatures under seal on this 27th day of December, 2019

SIGNED, SEALED, AND DELIVERED	Bayou Road Investments, Inc.
this TWENTY SEVENTH day of DECEMBER, 2019.
	Per: /s/ K. Bryce Toussaint

SIGNED, SEALED, AND DELIVERED	Momentum NRG Group LLC
this TWENTY SEVENTH day of DECEMBER, 2019.
	Per: /s/ K. Bryce Toussaint

EX1A-6 MAT CTRCT 13 principal_ex0604.htm EXHIBIT 6.4 - DISTRIBUTION AGREEMENT

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.]^." (“Tokata^TM “) and Bayou Road Investments intend to enter into a non-exclusive licensing agreement (the "Agreement") for purposes of commercializing the Tokata Oil Recovery Systems^TM (the "Technology").

Terms

Five (5) year agreement

Products price

Bayou Road Investments will pay the cost listed below per product. The products would be supplied as bulk at Bayou Road's decision:

Cost (TBD), plus 15% per unit to Tokata Oil Recover) System^TM (TORS^TM)

Payment terms will be:

70% In advance of production by wire transfer or credit card.

30% upon completion and inspection of each unit. to be paid within 48 hours.

Appointment and

License

Tokata Oil Recovery^TM will grant Bayou Road Investments a non-exclusive, personal, limited, and non-transferable license for the term of the Agreement, to use and display the Tokata Oil Recovery Trademark^TM for the sole purpose and in accordance with Bayou Road Investments obligations under this Agreement. Trademarks shall mean those:

· Trademarks:

· Trade names

· Service marks:

· Trade Dress:

· Logo

· Copyrights in advertising and promotional materials: and

· Website and all website links in the territory clarify.

Minimum Purchases

and Warrant

Bayou Road Investments agrees to purchase an aggregate minimum amount per each 12 months period starting on the signing date (each a "contract year") as follows:

l^st Year 5 UNITS
2^nd Year 5 UNITS
3rd Year 5 UNITS
4^th year 5 UNITS
5^th year 5 UNITS

Territory and

Channels

The agreement will grant Bayou Road Investments non-exclusive rights to market the Products as described herein in the contiguous United States, to Corporations and Governmental Municipality Entities and industry specific markets will be agreed on a case-by-case basis.

Scope of Products	· Products shall include all current Tokata Oil Recovery^TM products.
	· The right to commercialize future products of Tokata Oil Recovery 11 shall be offered to Bayou Road Investments on a right of first refusal basis. Bayou Road Investments shall have 10 days to evaluate and advise Tokata Recovery^TM of its acceptance or decline.

Bayou Road

Shall use best efforts to promote, sell and commercialize the Products to all channels and customers.

additional rights

and obligations

Shall have the right of determination by Bayou Road of its overall strategy, including brand position, pricing, consumer/trade promotion, marketing and distribution for its provided markets and territories.

Shall use best efforts to keep Tokata Oil Recovery^TM informed and to actively seek out and consider in good faith any suggestions from Tokata^TM.

Shall be responsible for all expenses resulting from its efforts to promote the TORS^TM, including but not limited to research. advertising, packaging, etc.

Marketing & Research

budget

Bayou Road Investments commits to a minimum cumulative five year Marketing and Research Budget expenditure of at least $50,000.00 dollars (USD). The term Marketing budget. is defined to include the following specific expenditures: Advertising Consumer: Consumer Promotions: Product Sampling: Displays: Consumer Research: Product Development: Packaging Development; Product Testing: Sales Collateral Materials: Trade Collateral Materials: Trade Shows; Co-Op Advertising: Conversion Expense (Re-set Fees): New Store Fees: Rebates: Quantity Discounts: incremental marketing payroll costs, including applicable fringe benefits: and web-site development and maintenance costs.

Term Extension

An option for an agreement extension of one year at a time. subject to the fulfillment of the 5 years agreement terms, would be granted from the end of year five at the terms below:

Purchase of minimum aggregate quantity of 5 units during year six plus $50,000 per year Non-Exclusive license fee.

Purchase of minimum aggregate quantity of 5 units during year seven plus $50.000 per year Non-Exclusive license fee.

Purchase of minimum aggregate quantity of 5 units during year eight plus $50.000 per year Non-Exclusive license fee.

Purchase of minimum aggregate quantity of 5 units during year nine plus 550.000 per year Non-Exclusive license fee.

Purchase of minimum aggregate quantity of 5 units during year ten plus $50,000 per year Non-Exclusive license fee.

Termination

Standard termination for cause (including failure to comply with minimum purchases. Non-Exclusive License Fees and minimum Marketing budget expenditure) and insolvency termination provisions shall apply as will be further detailed in the Agreement.

Confidentiality

Standard non-disclosure and non-use provisions shall apply.

Non -Exclusive

License Fee

Bayou Road Investments agrees to pay Tokata Oil Recovery^TMfor the non-exclusive rights the following additional compensation:

l^st Year $ 50,000.00
2^nd Year $50,000.00
3rd Year $50,000.00
4^th year $50,000.00
5^th year $50,000.00

The compensation would be due and payable at the beginning of each year.

Intellectual Property

Rights

All rights not specifically granted to Bayou Road Investments are reserved by Tokata. Except as expressly provided in connection with the distribution of the Products. Tokata Oil Recovery^TMdoes not convey any Intellectual Property Rights to Bayou Road Investments. Without limiting the forgoing, Tokata Oil Recovery^TM reserves the right to modify, replace or add to the Product at its sole discretion at any time, upon prior written notice to Bayou Road Investments provided that the Product shall, in all cases, have the effect of Tokata^TM.

Bayou Road Investments shall not have any right to duplicate. translate. decompile. reverse engineer. or adapt: (i) the Products and any part thereof, and (ii) any documentation provided by Tokata Oil Recovery^TM and any part thereof without Tokata's^TM prior written consent. nor shall Bayou Road Investments attempt to develop any products derivative of the Products or products that contain the "look and feel" of the Products.

Tokata Requirements

Tokata shall provide assistance (a specific individual) with new product development and brand building of the Products.

Transition

The parties shall provide for reasonable transition provisions for transitioning current sales, marketing, distribution, and commercialization planning functions to Bayou Road Investments. This Period will range from 90 to 120 days.

This Non-Exclusive Distribution Agreement Term Sheet is entered into this Second day of December, 2019. Bayou Road Investments and Tokata Oil Recovery^TM represent that they have the right to enter into this agreement and undertake the obligations and responsibilities thereunder.

/s/ Patrick O’Malley		/s/ K. Bryce Toussaint
Tokata Oil Recovery, Inc.^TM		Bayou Road Investments Inc.
Pat O'Malley		K. Bryce Toussaint, CEO & Director

/s/ Tom Westbrook
Tokata Oil Recovery, Inc.^TM
Tom Westbrook

EX1A-6 MAT CTRCT 14 principal_ex0605.htm EXHIBIT 6.5 - ADDENDUM TO DISTRIBUTION AGREEMENT

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 the Additional fee of Two Million (2 ,000,000) Shares of PSWW Common Stock (Traded under the symbol "PSWW"), Bayou Road Investments, will have the exclusive (as the only licensee of the TORS system to operate in the designated territories) right to utilize the "TORS" recovery systems within the Borders of the State of Oklahoma, and the State of Louisiana; USA .

3. Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.

Printed Name: K. Bryce Toussaint

Title: Chairman - Principal Solar, Inc.

Printed Name: Patrick O’Malley

Title: President

By: Tom Westbrook, PhD.

EX1A-6 MAT CTRCT 15 principal_ex0606.htm EXHIBIT 6.6 - 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 “Parties.”

WHEREAS, the Company’s Board of Directors has (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement providing for the issuance and sale to the Purchaser of 6,274,879 shares of the Company’s Common Stock, par value $0.01 per share (the “Company Common Stock”) which represents a fifty-one percent (51%) ownership interest in the Company Common Stock on a fully diluted basis (the “Purchased Shares”) upon the terms and subject to the conditions set forth in this Agreement and (b) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement, and the consummation of the all of the transactions contemplated hereunder (the “Transactions”) upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, The Board of Directors of Purchaser has (a) declared it advisable to enter into this Agreement and (b) approved the execution and delivery of this Agreement, the performance of its respective covenants and other obligations under this Agreement, and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS & INTERPRETATIONS

1.1.

Certain Definitions, For all purposes of this Agreement, the following capitalized terms have the following respective meanings:

	1.1.1.	“*Affiliate*” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

	1.1.2.	“*Business Day*” means each day that is not a Saturday, Sunday, or a U.S. federal holiday.

	1.1.3.	“*Bylaws*” means the bylaws of the Company in effect as of the Effective Date.

	1.1.4.	“*Charter*” means the Certificate of Incorporation of the Company, as amended and in effect as of the Effective Date.

	1.1.5.	“*Company Options*” means any outstanding options to purchase shares of Company Common Stock.

	1.1.6	“*Company Stockholders*” means the holders of shares of Company’s Common Stock.

	1.1.7.	*“Dollars”* are references to U.S. dollars.

	1.1.8.	“*DGCL*” means the General Corporation Law of the State of Delaware.

	1.1.9.	“*Governmental Authority*” means any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission of any governmental authority or other governmental authority or instrumentality.


	1.1.10.	“*Indebtedness*” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person; (b) all capitalized lease obligations of such Person or obligations of such Person to pay the deferred and unpaid purchase price of property, equipment and software; (c) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person; or (d) letters of credit, bank guarantees, and other similar contractual obligations entered into by or on behalf of such Person.

	1.1.11.	“*Knowledge*” of a Person, with respect to any matter in question, means, (a) with respect to the Company, the actual knowledge as of the date of this Agreement of Michael Gorton, the Company’s sole officer and director, and (b) with respect to Purchaser, the actual knowledge of K. Bryce Toussaint.

	1.1.12.	“*Law*” means any statute, law (including common law), ordinance, rule, or regulation.

	1.1.13.	“*Legal Proceeding*” means any claim, action, charge, lawsuit, litigation or other similarly formal legal proceeding brought by or pending before any Governmental Authority, arbitrator, mediator or other tribunal.

	1.1.14.	“*Lien*” means any lien, pledge, hypothecation, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature.

	1.1.15.	“*Material Contract*” means (a) any contract with liabilities that have been recorded in the Company Provided Balance Sheet, and (b) any contracts related to the Legacy Merger Liabilities and the Arowana Litigation;

	1.1.16.	“*Permitted Lien*” means any of the following: (a) Liens for Taxes, assessments and governmental charges or levies either not yet delinquent or that are being contested in good faith and by appropriate proceedings; (b) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other similar Liens or security interests that are not yet due or that are being contested in good faith and by appropriate proceedings; pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; or (c) any other Liens that are not material, do not secure a liquidated amount, and have been incurred or suffered in the ordinary course of business.

	1.1.17.	“*Person*” means any individual, corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, Governmental Authority or other enterprise, association, organization or entity.

	1.1.18.	“*Subsidiary*” of any Person means any corporation, partnership or limited liability company in which such Person or one or more other subsidiaries of such Person or such Person and one or more other subsidiaries of such Person, directly or indirectly, has at least a majority ownership or the power to direct the policies, management and affairs thereof (including by contract).

	1.1.19.	“*Tax*” means any federal, state, local or foreign income, gross receipts, capital stock, franchise, profits, withholding, social security, payroll, employment, unemployment, disability, license, severance, alternative minimum, estimated or other tax, custom, tariff, impost, levy, duty, fee or other like assessment or charge of any kind imposed by a Governmental Authority, together with all interest, penalties and additions imposed with respect to such amounts.

	1.1.20.	“*Tax Returns*” means all Tax returns, declarations, statements, reports, schedules, forms and information returns, any amended Tax return and any other document filed or required to be filed with any Governmental Authority relating to Taxes.

1.2.

Joint Drafting, The Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement. Accordingly, they waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

2.	THE CLOSING

2.1

Closing, The “Closing” of the transactions contemplated by this Agreement will be deemed to occur at 9:00 a.m., Central Daylight Time, on the Effective Date, which shall also be referred to herein as the “Closing Date”.

2.2

Purchaser Assumed Liabilities, The value provided by the Purchaser in consideration of the Company’s issuance of the Purchased Shares shall be the Purchaser’s assumption of the following liabilities of the Company (the “Purchaser Assumed Liabilities”): (a) all liabilities as set forth in the Company Provided Balance Sheet, (b) any liabilities or obligations for the Arowana Litigation, and (c) approximately One Million and Four Thousand Dollars ($1,004,000) in potential liabilities associated with an Exchange Agreement entered into by and between Kupper Parker Communications, Inc. (“KPC”) and Principal Solar, Inc., a Texas corporation (“PSI-Texas”) dated March 7, 2011. Upon completion of the transactions contemplated by the Exchange Agreement PSI-Texas was merged into KPC on March 11, 2011, and KPC’s name was changed to “Principal Solar, Inc.” The Company’s potential liabilities relating to the Exchange Agreement shall be referred to hereafter as the Company’s “Legacy Merger Liabilities”.

3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Purchaser as follows:

	3.1.	Organization; Good Standing, The Company (a) is a corporation duly organized, validly existing and in good standing pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties and assets owned or leased or the nature of its activities make such qualification necessary. The Company has made available to Purchaser true, correct and complete copies of the Charter and the Bylaws. The Company is not in violation of the Charter or the Bylaws.

	3.2.	Corporate Power; Enforceability, The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) to consummate the transactions hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company and (ii) the performance by the Company of its covenants and obligations hereunder. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (y) is subject to general principles of equity.

	3.3.	Company Board Approval, The Company Board has (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement upon the terms and subject to the conditions set forth in this Agreement and (b) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement upon the terms and conditions set forth in this Agreement.

	3.4.	Requested Information, (a) The Company has provided the following information requested by the Purchaser to permit Purchaser to conduct its due diligence investigation of the Company (the “*Purchaser Due Diligence Inquiry”): (i) the Company’s unaudited balance sheet dated as of December 31, 2017(the “Company Provided Balance Sheet”); (ii) the Company’s Tax Returns for its last five fiscal years; (iii) the Company’s latest stockholder records showing the Company Stockholders of Record as of December 31, 2017; and (b) the Company will provide any additional materials as requested by the Purchaser in writing prior to June 30, 2018 (the “Requested Information*”). The Requested Information provided by the Company is or will be true, correct, and accurate as of the date indicated for such Requested Information, and will remain true, correct and accurate as of the Closing Date subject to the Company’s notification of any material change to the Requested Information prior to the Closing Date.


	3.5.	Non-Contravention, The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder do not (a) violate or conflict with any provision of the Charter or the Bylaws or the equivalent organizational or governing documents of any Subsidiary of the Company; (b) violate, conflict with, result in the breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) pursuant to, result in the loss of any benefit under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration pursuant to any Material Contract; (c) violate or conflict with any Law applicable to the Company or by which any of its properties or assets are bound; or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company.

	3.6.	Requisite Governmental Approvals, No Consent, authorization of, filing or registration with, or notification to any Governmental Authority is required on the part of the Company in connection with the (a) execution and delivery of this Agreement by the Company or (b) performance by the Company of its covenants and obligations pursuant to this Agreement; except (i) such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business and (ii) such other Consents the failure of which to obtain would not have or be reasonably expected to have a material adverse effect on the Company.

	3.7.	Company Capitalization, Capital Stock. As of December 31, 2017, the authorized capital stock of the Company consisted of (i) Fifteen Million (15,000,000) authorized shares of Company Common Stock; and (ii) Two Million (2,000,000) authorized shares of Company preferred stock, 500,000 shares of which have been designated as Series A Preferred Stock. As of the Effective Date, (A) 5,611,463 shares of Company Common Stock were issued and outstanding; (B) no shares of Company preferred stock were issued and outstanding; and (C) the Company has reserved 366,808 shares of Company Common Stock for issuance pursuant to Company Options and 50,534 shares of Company Common Stock for issuance upon the exercise of warrants.

	3.8.	Subsidiaries, The Company has no Subsidiaries as of the Effective Date.

	3.9.	Indebtedness, The Company Provided Balance Sheet sets forth a true, correct and complete accounting of all outstanding Indebtedness of the Company as of the Effective Date.

	3.10.	Material Contracts, The Company has no outstanding obligations under Material Contracts other than (a) as disclosed in the Company Provided Balance Sheet, (b) relates to the Legacy Merger Liabilities, and (c) relates to the Arowana Litigation.

	3.11.	Real Property, The Company does not own, nor does it possess any leasehold interest in, any real property.

	3.12.	Tax Matters, Except as would not be material, the Company and each of its Subsidiaries have (a) timely filed (taking into account valid extensions) all material Tax Returns required to be filed by any of them; and (b) paid, or have reserved for the payment of, all material Taxes that are required to be paid. All material Tax Returns filed by the Company and each of its Subsidiaries before the Closing Date are accurate and complete in all material respects.

	3.13.	Legal Proceedings, Other than the case against the Company in the 29^th Judicial District Court, Dallas County Texas, No. DC-17-15407 by Arowana International Ltd. (the “*Arowana Litigation*”), there are no material Legal Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or, as of the date of this Agreement, against any present or former officer or director of the Company or any of its Subsidiaries in such individual’s capacity as such.

	3.14.	No Other Representations and Warranties. Other than as expressly set forth in this Agreement, the Company does not make, nor has made, nor has any director, officer, representative, agent, or Affiliate made, any representation or warranty to Purchaser, or its respective Subsidiaries in connection with this Agreement, nor is Purchaser relying on any additional representation or warranty in determining to enter into this Agreement and the other transactions contemplated under this Agreement.

4.	REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represent and warrant to the Company as follows:

4.1.

Organization; Good Standing,

	4.1.1.	Good Standing. Purchaser (a) is a corporation duly organized, validly existing and in good standing pursuant to the DGCL and (b) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

	4.1.2.	Organizational Documents. Purchaser has made available to the Company true, correct and complete copies of the certificate of incorporation and bylaws of Purchaser, each as amended to date. Purchaser is not in violation of its certificate of incorporation or bylaws.

	4.2.	Corporate Power; Enforceability, Purchaser has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its respective covenants and obligations hereunder have been duly authorized by all necessary action on the part of Purchaser and no additional actions on the part of Purchaser are necessary to authorize (i) the execution and delivery of this Agreement by Purchaser or (ii) the performance by Purchaser of its respective covenants and obligations hereunder. This Agreement has been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and (y) is subject to general principles of equity.

	4.3.	Non-Contravention, The execution and delivery of this Agreement by Purchaser and the performance by Purchaser of its covenants and obligations hereunder do not (a) violate or conflict with any provision of the certificate of incorporation or bylaws of Purchaser; (b) violate, conflict with, result in the breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) pursuant to, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound; or (c) assuming all requisite Company consents, approvals and authorizations have been obtained, violate or conflict with any Law applicable to Purchaser or by which any of their properties or assets are bound.

	4.4.	Requisite Governmental Approvals, No Consent of any Governmental Authority is required on the part of Purchaser or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by Purchaser and (b) performance by Purchaser of its covenants and obligations pursuant to this Agreement except (i) such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business or (ii) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on the Company after the Closing Date.

	4.5.	Brokers, Except for financial advisors and investment bankers whose fees and expenses shall be borne solely by Purchaser, there is no financial advisor, investment banker, broker, finder, agent or other Person that has been retained by or is authorized to act on behalf of Purchaser or any of their Affiliates who is entitled to any financial advisor, investment banking, brokerage, finder’s or other fee or commission in connection with the consummation of the transactions contemplated hereunder.

	4.6.	No Other Representations and Warranties, Other than as expressly set forth in this Agreement, Purchaser makes, nor has made, nor has any director, officer, representative, agent, or Affiliate of Purchaser made, any representation or warranty to the Company in connection with this Agreement, nor is the Company relying on any additional representation or warranty in determining to enter into this Agreement and to consummate the transactions contemplated under this Agreement.

5.	COVENANTS

	5.1.	Cooperation Regarding Legacy Liabilities, The Company will take commercially reasonable steps to negotiate and settle, on Purchaser’s behalf, any Legacy Merger Liabilities; provided, that the Company must obtain the Purchaser’s prior written approval before entering into any formal written agreement for the settlement of the Legacy Merger Liabilities.

	5.2.	The Company Investment in Wastewater Environmental Technologies, LLC, The Company holds an investment in Wastewater Environmental Technologies, Inc. (“*WET*”). For the period of time beginning after the Closing Date and extending for twenty four (24) months, should WET declare any dividends, pay any distributions, enter into any equity redemptions, or engage in a liquidity event, then any assets distributed to the Company as a result thereof shall be promptly distributed to all stockholders of the Company, pro rata.

	5.3.	Directors’ and Officers’ Exculpation, Indemnification and Insurance, During the period commencing at the Closing Date and ending on the sixth anniversary thereof, the Purchaser will indemnify and hold harmless, to the fullest extent permitted by applicable Law or pursuant to any indemnification agreements with the Company in effect as of the Closing Date, each of the Company’s respective current or former directors, officers, or employees (each an “*Indemnified Person*”) from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, to the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Closing Date as well as any actions taken by the Company or Purchaser with respect thereto. Notwithstanding the foregoing, if, at any time prior to the sixth anniversary of the Closing Date, any Indemnified Person delivers to Purchaser a written notice asserting a claim for indemnification pursuant to this Section, then the claim asserted in such notice will survive the sixth anniversary of the Closing Date until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (1) the Purchaser will have the right to control the defense thereof after the Closing Date (it being understood that, by electing to control the defense thereof, the Purchaser will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto); (2) the Indemnified Persons will be entitled to retain their own counsel selected by them (the fees and expenses of which will be paid by the Purchaser); (3) upon receipt of an undertaking by or on behalf of such Indemnified Person to repay any amount if it is ultimately determined by a court of appropriate jurisdiction after exhausting all appeals that such Indemnified Person is not entitled to indemnification, the Purchaser will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding, whether or not the Purchaser elects to control the defense of any such Legal Proceeding; and (4) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior written consent (unless such settlement relates only to monetary damages for which the Purchaser is entirely responsible). Notwithstanding anything to the contrary in this Agreement, none of Purchaser or any of its respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding.

	5.4.	Resignations, The Company shall have delivered to Purchaser resignations executed by each director and officer of the Company, effective immediately prior to the Closing Date.

6.	GENERAL PROVISIONS

	6.1.	Survival of Representations, Warranties and Covenants, The representations, warranties and covenants of the Company, Purchaser, contained in this Agreement will terminate at the Closing Date, except that any covenants that by their terms survive the Closing Date will survive the Closing Date in accordance with their respective terms.

	6.2.	Notices, All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (a) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (c) immediately upon delivery by hand, in each case to the intended recipient as set forth below:

If to Purchaser:

Bayou Road Investments, Inc.

100 Crescent Court, Suite 700

Dallas, Texas 75201

Attn: K. Bryce Toussaint, Chief Executive Officer

If to the Company Prior to the Closing Date

Principal Solar, Inc.

2332 Lady Cornwall

Lewisville, TX 75056

Attn: Michael Gorton, Chief Executive Officer

If to any Officer or Director of the Company After the Closing Date:

Faust Law Group, PLLC

103 Forestview Road

Lake Dallas, Texas 75065

Attn: Quentin Collin Faust, Esq.

Any notice received at the addressee’s location on any Business Day after 5:00 p.m., addressee’s local time, or on any day that is not a Business Day will be deemed to have been received at 9:00 a.m., addressee’s local time, on the next Business Day. From time to time, any Party may provide notice to the other Parties of a change in its address through a notice given in accordance with this Section 8.2,

	6.3.	Assignment, No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.

	6.4.	Entire Agreement, This Agreement and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

	6.5.	Amendment; Waiver, Subject to applicable Law and the other provisions of this Agreement, this Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of Purchaser and the Company (pursuant to authorized action by the Company Board (or a committee thereof). At any time and from time to time prior to the Closing Date, any Party may, to the extent legally allowed and except as otherwise set forth in this Agreement, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, as applicable; (b) waive any inaccuracies in the representations and warranties made to such Party in this Agreement; and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions for the benefit of such Party contained in this Agreement. Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in an instrument in writing signed by such Party. Any delay in exercising any right pursuant to this Agreement will not constitute a waiver of such right.

	6.6.	Fees and Expenses. All fees and expenses incurred in connection with this Agreement will be paid by the Purchaser; provided, however, that the first four thousand dollars ($4,000) of legal fees incurred by Faust Law Group, PLLC in connection with this Agreement and the transactions contemplated thereunder, will be borne by the Company. Specifically, the Purchaser will pay or cause to be paid all (a) transfer, stamp and documentary Taxes or fees; and (b) sales, use, gains, real property transfer and other similar Taxes or fees, in each case arising out of or in connection with the Closing. The Purchaser will submit payment of all expenses that Purchaser is obligated to provide under this Section 8.6 at the earlier of (x) the Closing Date or (y) the date that is five (5) business days after the termination of this Agreement under the provisions of Section 7, regardless whether Purchaser or the Company initiated such termination.

	6.7.	Third Party Beneficiaries, This Agreement is not intended to, and will not, confer upon any other Person any rights or remedies hereunder,).

	6.8.	Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

	6.9.	Remedies, Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred by this Agreement or by applicable Law on such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

	6.10.	Governing Law; Venue, This Agreement is governed by and construed in accordance with the Laws of the State of Texas, without regard to its provisions regarding choice of law. The exclusive venue for any dispute under this Agreement or any agreement ancillary to this Agreement shall be the state and federal courts located in Dallas County, Texas.

	6.11.	Waiver of Jury Trial, EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

	6.12.	Counterparts, This Agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “*Electronic Delivery*”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

	THE COMPANY:

	PRINCIPAL SOLAR, INC.

	By: /s/ Michael Gordon
	Michael Gorton, Chief Executive Officer

	PARENT:

	BAYOU ROAD INVESTMENTS, INC.

	By: /s/ K. Bryce Toussaint
	K. Bryce Toussaint, Chief Executive Officer

EX1A-6 MAT CTRCT 16 principal_ex0607.htm EXHIBIT 6.7 - 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 collectively as the “Parties”.

WHEREAS, the Seller’s Board of Directors has (a) determined that it is in the best interests of the Seller and its stockholders, and declared it advisable, to enter into this Agreement providing for the sale to the Purchaser of approximately 6,274,879 shares of the Common Stock, par value $0.01 per share of Principal Solar, Inc. (the “Company”), a Delaware corporation (the “Company Common Stock”) upon the terms and subject to the conditions set forth in this Agreement and (b) approved the execution and delivery of this Agreement by the Seller, the performance by the Seller of its covenants and other obligations in this Agreement, and the consummation of the all of the transactions contemplated hereunder (the “Transactions”) upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, The Purchaser has (a) declared it advisable to enter into this Agreement and (b) approved the execution and delivery of this Agreement, the performance of its respective covenants and other obligations under this Agreement, and the consummation of the Transactions upon the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS & INTERPRETATIONS

1.1.

Certain Definitions, For all purposes of this Agreement, the following capitalized terms have the following respective meanings:

	1.1.1.	“*Affiliate*” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

	1.1.2.	“*Business Day*” means each day that is not a Saturday, Sunday, or a U.S. federal holiday.

	1.1.3.	“*Bylaws*” means the bylaws of the Company in effect as of the Effective Date.

	1.1.4.	“*Charter*” means the Certificate of Incorporation of the Company, as amended and in effect as of the Effective Date.

	1.1.5.	“*Company Options*” means any outstanding options to purchase shares of Company Common Stock.

	1.1.6	“*Company Stockholders*” means the holders of shares of Company’s Common Stock.

	1.1.7.	*“Dollars”* are references to U.S. dollars.

	1.1.8.	“*DGCL*” means the General Corporation Law of the State of Delaware.

	1.1.9.	“*Governmental Authority*” means any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission of any governmental authority or other governmental authority or instrumentality.


	1.1.10.	“*Indebtedness*” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person; (b) all capitalized lease obligations of such Person or obligations of such Person to pay the deferred and unpaid purchase price of property, equipment and software; (c) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person; or (d) letters of credit, bank guarantees, and other similar contractual obligations entered into by or on behalf of such Person.

	1.1.11.	“*Knowledge*” of a Person, with respect to any matter in question, means, (a) with respect to the Seller, the actual knowledge as of the date of this Agreement of K. Bryce Toussaint, the Seller’s sole officer and director, and (b) with respect to Purchaser, the actual knowledge of any venture partner of Purchaser.

	1.1.12.	“*Law*” means any statute, law (including common law), ordinance, rule, or regulation.

	1.1.13.	“*Proceeding*” means any claim, action, charge, lawsuit, litigation or other similarly formal legal proceeding brought by or pending before any Governmental Authority, arbitrator, mediator or other tribunal.

	1.1.14.	“*Lien*” means any lien, pledge, hypothecation, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature.

	1.1.15.	“*Material Contract*” means (a) any contract with liabilities that have been recorded in the Company Provided Balance Sheet, and (b) any contracts related to the Legacy Merger Liabilities and the Arowana Litigation;

	1.1.16.	“*Permitted Lien*” means any of the following: (a) Liens for Taxes, assessments and governmental charges or levies either not yet delinquent or that are being contested in good faith and by appropriate proceedings; (b) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other similar Liens or security interests that are not yet due or that are being contested in good faith and by appropriate proceedings; pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; or (c) any other Liens that are not material, do not secure a liquidated amount, and have been incurred or suffered in the ordinary course of business.

	1.1.17.	“*Person*” means any individual, corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, Governmental Authority or other enterprise, association, organization or entity.

	1.1.18.	“*Subsidiary*” of any Person means any corporation, partnership or limited liability company in which such Person or one or more other subsidiaries of such Person or such Person and one or more other subsidiaries of such Person, directly or indirectly, has at least a majority ownership or the power to direct the policies, management and affairs thereof (including by contract).

	1.1.19.	“*Tax*” means any federal, state, local or foreign income, gross receipts, capital stock, franchise, profits, withholding, social security, payroll, employment, unemployment, disability, license, severance, alternative minimum, estimated or other tax, custom, tariff, impost, levy, duty, fee or other like assessment or charge of any kind imposed by a Governmental Authority, together with all interest, penalties and additions imposed with respect to such amounts.

	1.1.20.	“*Tax Returns*” means all Tax returns, declarations, statements, reports, schedules, forms and information returns, any amended Tax return and any other document filed or required to be filed with any Governmental Authority relating to Taxes.

1.2.

2.	THE CLOSING

2.1

Closing. The “Closing” of the transactions contemplated by this Agreement will occur on or before December 27, 2019 at 9:00 a.m., Central Daylight Time, which shall also be referred to herein as the “Closing Date”.

	2.2	Purchaser Assumed Liabilities. The value provided by the Purchaser in consideration of the sale of the Purchased Shares shall be a Promissory Note of $1,000,000 USD bearing eight (8%) percent interest.

	2.3	Purchaser Note. At Closing, Purchaser will execute and deliver to Seller a promissory note bearing 8% interest in the original principal amount of One Million Dollars And No/100s Dollars ($1,000,000 USD) The form of promissory note will be as mutually agreed between the Parties

	2.4	Stock to Seller. With all possible expediency following Closing, seller will cause to be issued and delivered to purchaser the approximately 6,274,879 shares of restricted common stock of Principal Solar, Inc. (PSWW).

	2.5	Delivery of Company Stock to Purchaser. Subsequent to Closing, Seller will transfer the approximately 6,274,879 shares of the Company Common Stock directly to Purchaser. Such transfer shall be in the form of (a) electronic form via book entry transfer to the accounts maintained by Purchaser’s brokers at The Depository Trust & Clearing Corporation (“DTCC”) with such accompanying documentation as may be required by Purchaser’s brokers and/or the Company’s transfer agent, or (b) by internal account transfer from Seller existing accounts to Purchaser existing accounts at the same brokerage firms to effect the transfer of such 6,274,879 shares of the Company Common Stock; or (c) by delivery of a physical certificate(s) duly issued by the Company through its transfer agent all to effect the transfer of such 6,274,879 shares of the Company Common Stock, including, but not limited to, stock powers bearing an appropriate medallion signature guarantee; Seller hereby agreeing to cooperate with Purchaser in any manner required to effect the transfer of the approximately 6,274,879 shares of Company Common Stock at no cost to Seller.

	2.6	RESERVED.

3.	REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby represents and warrants to Purchaser as follows:

	3.1.	Organization; Good Standing. The Seller and the Company (a) is a corporation duly organized, validly existing and in good standing pursuant to the DGCL; and (b) has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets. The Seller is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties and assets owned or leased or the nature of its activities make such qualification necessary. The Company has made available to Purchaser true, correct and complete copies of the Charter and the Bylaws. The Company is not in violation of the Charter or the Bylaws.

	3.2.	Corporate Power; Enforceability, The Seller has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) to consummate the transactions hereunder. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its covenants and obligations hereunder have been duly authorized by all necessary corporate action on the part of the Seller and no additional corporate actions on the part of the Seller are necessary to authorize (i) the execution and delivery of this Agreement by the Seller and (ii) the performance by the Seller of its covenants and obligations hereunder. This Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (y) is subject to general principles of equity.

	3.3.	Seller Board Approval, The Seller Board has (a) determined that it is in the best interests of the Seller and its stockholders, and declared it advisable, to enter into this Agreement upon the terms and subject to the conditions set forth in this Agreement and (b) approved the execution and delivery of this Agreement by the Seller, the performance by the Seller of its covenants and other obligations in this Agreement upon the terms and conditions set forth in this Agreemen.

	3.4.	Non-Contravention. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its covenants and obligations hereunder do not (a) violate or conflict with any provision of the Charter or the Bylaws or the equivalent organizational or governing documents of any Subsidiary of the Seller; ( b) violate, conflict with, result in the breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) pursuant to, result in the loss of any benefit under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration pursuant to any Material Contract; (c) violate or conflict with any Law applicable to the Seller or the Company or by which any of its properties or assets are bound; or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Seller or the Company.

	3.5	Requisite Governmental Approvals. No Consent, authorization of, filing or registration with, or notification to any Governmental Authority is required on the part of the Seller or the Company in connection with the (a) execution and delivery of this Agreement by the Seller or (b) performance by the Seller of its covenants and obligations pursuant to this Agreement; except (i) such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business and (ii ) such other Consents the failure of which to obtain would not have or be reasonably expected to have a material adverse effect on the Company.

	3.6	No Other Representations and Warranties. Other than as expressly set forth in this Agreement, the Company does not make, nor has made, nor has any director, officer, representative, agent , or Affiliate made, any representation or warranty to Purchaser, or its respective Subsidiaries in connection with this Agreement, nor is Purchaser relying on any additional representation or warranty in determining to enter into this Agreement and the other transactions contemplated under this Agreement.

4.	REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrant to the Seller as follows:

4.1.

Organization; Good Standing

	4.1.1.	Good Standing. Purchaser (a) is a LIMITED LIABILITY COMPANY duly organized, validly existing and in good standing pursuant to the Texas law and (b) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.

	4.1.2.	Organizational Documents. Purchaser will make available to the Seller true, correct and complete copies of the Purchaser’s organization documents.

	4.2.	Corporate Power; Enforceability. Purchaser has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its respective covenants and obligations hereunder have been duly authorized by all necessary action on the part of Purchaser and no additional actions on the part of Purchaser are necessary to authorize (i) the execution and delivery of this Agreement by Purchaser or (ii) the performance by Purchaser of its respective covenants and obligations hereunder. This Agreement has been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and (y) is subject to general principles of equity.

	4.3.	Non-Contravention. The execution and delivery of this Agreement by Purchaser and the performance by Purchaser of its covenants and obligations hereunder do not (a) violate or conflict with any provision of the certificate of incorporation or bylaws of Purchaser; (b) violate, conflict with, result in the breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) pursuant to, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound; or (c) assuming all requisite Seller consents, approvals and authorizations have been obtained, violate or conflict with any Law applicable to Purchaser or by which any of their properties or assets are bound.

	4.4.	Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Purchaser or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by Purchaser and (b) performance by Purchaser of its covenants and obligations pursuant to this Agreement except such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business or (ii) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on the Company after the Closing Date.

	4.5.	Brokers. Except for financial advisors and investment bankers whose fees and expenses shall be borne solely by Purchaser, there is no financial advisor, investment banker, broker, finder, agent or other Person that has been retained by or is authorized to act on behalf of Purchaser or any of their Affiliates who is entitled to any financial advisor, investment banking, brokerage, finder’s or other fee or commission in connection with the consummation of the transactions contemplated hereunder.

	4.6.	No Other Representations and Warranties. Other than as expressly set forth in this Agreement, Purchaser makes, nor has made, nor has any director, officer, representative, agent, or Affiliate of Purchaser made, any representation or warranty to the Company in connection with this Agreement, nor is the Seller relying on any additional representation or warranty in determining to enter into this Agreement and to consummate the transactions contemplated under this Agreement.

5.	GENERAL PROVISIONS

	6.1.	Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Seller and Purchaser contained in this Agreement will terminate at the Closing Date, except that any covenants that by their terms survive the Closing Date will survive the Closing Date in accordance with their respective terms.

	6.2.	Notices. All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (a) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (c) immediately upon delivery by hand or email, in each case to the intended recipient as set forth below:

If to Seller:

Bayou Road Investments, Inc.

100 Crescent Court, Suite 700

Dallas, Texas 75201

Attn: K. Bryce Toussaint, Chief Executive Officer

Email: kbrycetoussaint@gmail.com

If to the Purchaser:

Momentum NRG, LLC

100 Crescent Court

Suite 700

Dallas, Texas 75201

Attn: Managing Member

	6.3.	Assignment. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties, except without consent Purchaser may assign its rights under this Agreement to an Affiliate.

	6.4.	Entire Agreement. This Agreement and the documents and instruments and other agreements among the Parties as contemplated by or referred to herein, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

	6.5.	Amendment; Waiver. Subject to applicable Law and the other provisions of this Agreement, this Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of Purchaser and the Seller (pursuant to authorized action by the Seller Board (or a committee thereof). At any time and from time to time prior to the Closing Date, any Party may, to the extent legally allowed and except as otherwise set forth in this Agreement, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, as applicable; (b) waive any inaccuracies in the representations and warranties made to such Party in this Agreement; and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions for the benefit of such Party contained in this Agreement. Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in an instrument in writing signed by such Party. Any delay in exercising any right pursuant to this Agreement will not constitute a waiver of such right.

	6.6.	Fees and Expenses. All fees and expenses incurred in connection with this Agreement will be paid by the party incurring such expense.

	6.7.	Third Party Beneficiaries, This Agreement is not intended to, and will not, confer upon any other Person any rights or remedies hereunder,).

	6.8.	Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

	6.9.	Remedies. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred by this Agreement or by applicable Law on such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

	6.10.	Governing Law; Venue. This Agreement is governed by and construed in accordance with the Laws of the State of Texas, without regard to its provisions regarding choice of law. The exclusive venue for any dispute under this Agreement or any agreement ancillary to this Agreement shall be the state and federal courts located in Dallas County, Texas.

	6.11.	Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

	6.12.	Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “*Electronic Delivery*”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

	SELLER:

	BAYOU ROAD INVESTMENTS, INC.
	a Delaware Corporation

	By: /s/ K. Bryce Toussaint
	K. Bryce Toussaint, Chief Executive Officer

	PURCHASER:

	BAYOU ROAD INVESTMENTS, INC.

	MOMENTUM NRG LLC
	A Texas Limited Liability
	Company And/or Assigns

	By: /s/ K. Bryce Toussaint
	Name: K. Bryce Toussaint
	Title: Managing Member

NOTES AND COMMENTS

EX1A-7 ACQ AGMT 17 principal_ex0701.htm EXHIBIT 7.1 - SHARE EXCHANGE AGREEMENT

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"); BAYOU ROAD INVESTMENTS, A Delaware Corporation ("BAYOU ROAD " or “Company”), and K. BRYCE TOUSSAINT, An individual, the sole stockholder of BAYOU ROAD (the "Stockholder" or “BAYOU ROAD Stockholder”).

R E C I T A L S:

WHEREAS, Principal Solar is a publicly traded Delaware corporation which in which is quoted on the Over the Counter Bulletin Board under the symbol (“PSWW”); and WHEREAS, BAYOU ROAD is a privately-owned Delaware Corporation with 1000 shares of Common Stock, no par value per share, issued and outstanding (the “BAYOU ROAD Common Stock”); and

WHEREAS, the BAYOU ROAD Stockholder (K. Bryce Toussaint) owns all of the issued and outstanding stock of BAYOU ROAD (the “BAYOU ROAD Stock” or “BAYOU ROAD Shares”); and

WHEREAS, the Parties desire that Principal Solar, Inc. acquire 100% of the BAYOU ROAD Stock (1000 Shares) from the BAYOU ROAD Stockholder (K. Bryce Toussaint) solely in exchange for an aggregate of 1,000,000 Preferred shares PSWW Stock from the Treasury of Principal Solar, Inc. (the “Exchange Shares”) pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, immediately upon consummation of the Closing (as hereinafter defined), the issuance of the Exchange Shares to the BAYOU ROAD Stockholder will be initiated and facilitated via the company’s (Principal Solar, Inc.) transfer agent; and

WHEREAS, following the Closing, BAYOU ROAD will become a wholly owned subsidiary of Principal Solar, Inc.; and

WHEREAS, the Parties intend that the transaction contemplated herein (the “Transaction” or the “Acquisition”) qualify as a reorganization and/or tax-free exchange under Section 368(a) et. seq. of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Board of Directors of BAYOU ROAD and the BAYOU ROAD Stockholder have determined that the Acquisition is in the best interests of BAYOU ROAD and the BAYOU ROAD Stockholder, and the Board of Directors of BAYOU ROAD has approved this Agreement and the transactions contemplated hereby; and

WHEREAS, the Board of Directors of Principal Solar, Inc. has determined that the Acquisition is in the best interests of Principal Solar and its Stockholders and has approved this Agreement and the transactions contemplated hereby;

NOW, THEREFORE, on the stated premises and for and in consideration of the foregoing recitals which are hereby incorporated by reference, the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

EXCHANGE OF BAYOU ROAD SHARES

FOR PSWW COMMON STOCK

Section 1.1 Exchange of BAYOU ROAD Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined), the BAYOU ROAD Stockholder will convey, assign, transfer and deliver to Principal Solar, and Principal Solar will acquire and accept from the BAYOU ROAD Stockholder, all right, title and interest in and to the BAYOU ROAD Shares, free and clear of any lien, encumbrance, security interest, mortgage, pledge, charge, claim, option, right of first refusal or call, or restriction of any kind (collectively, "Liens") other than those, if any, created by Bayou Road.

Section 1.2 Conveyance. Such conveyance, assignment, transfer and delivery shall be effected by delivery by the BAYOU ROAD Stockholder to Principal Solar of stock certificates representing the BAYOU ROAD Shares, duly endorsed or accompanied by stock powers duly executed in blank with appropriate transfer stamps, if any, affixed, and any other documents that are necessary to transfer title to the BAYOU ROAD Shares to Principal Solar, free and clear of any and all Liens, other than those, if any, created by Bayou Road.

Section 1.3 Consideration.

Upon the terms and subject to the conditions of this Agreement, Principal Solar will deliver or cause to be delivered duly authorized, validly issued, fully paid shares of Preferred Stock of Principal Solar, Inc. in exchange for 100% of the issued and outstanding shares of BAYOU ROAD Common Stock conveyed, assigned, transferred and delivered to Principal Solar by the BAYOU ROAD Stockholder (K. Bryce Toussaint) pursuant to Section 1.1 hereof (the "Common Stock Per Share Consideration"). The aggregate Preferred Stock Per Share Consideration payable to the BAYOU ROAD Stockholder pursuant to this Agreement is hereinafter referred to as the "Aggregate Consideration."

Section 1.4 Adjustment of the Aggregate Consideration. If between the date of this Agreement and the Closing Date (as hereinafter defined), the outstanding shares of BAYOU ROAD Stock, or PSWW Preferred Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Common Stock Per Share Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction. Nothing stated in the immediately preceding sentence shall be construed as providing the holders of BAYOU ROAD Shares any preemptive or antidilutive rights.

Section 1.5 Transfer Restrictions; Legend.

(a) The shares of PSWW Preferred Stock to be issued to the BAYOU ROAD Stockholder pursuant to Section 1.3 hereof will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), on the Closing Date and may not be transferred, sold or otherwise disposed of by any BAYOU ROAD Stockholder (K. Bryce Toussaint). except pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from the registration requirements of the Securities Act. The BAYOU ROAD Stockholder agrees that it will not transfer or sell any of the shares of PSWW Preferred Stock.

ARTICLE II

CLOSING

Section 2.1 Closing. Subject to the satisfaction or waiver of all the conditions to closing contained in Article VIII hereof, the closing (the "Closing") of the Acquisition will take place at 10:00 a.m. on the first business day after satisfaction or waiver of the conditions to the Closing contained in Article VIII hereof, at the offices of Bayou Road, unless another date, time or place is agreed to by the parties hereto. The date and time at which the Closing occurs is referred to herein as the "Closing Date." In no event will the Closing Date be later than May 15, 2020.

Section 2.2 Delivery of the BAYOU ROAD Shares. At the Closing, the BAYOU ROAD Stockholder will deliver to Principal Solar (a) certificates evidencing the shares of BAYOU ROAD Stock owned by the BAYOU ROAD Stockholder (“BAYOU ROAD Common Stock Certificates” or “Certificates”), each duly endorsed or accompanied by stock powers duly executed in blank with appropriate transfer stamps, if any, affixed, and any other documents that are reasonably necessary to transfer title to such shares.

Section 2.3 Delivery of PSWW Preferred Stock. At the Closing, Principal Solar, Inc. will facilitate,via transfer agent to be issued to the BAYOU ROAD Stockholder (K.

Bryce Toussaint) in exchange for BAYOU ROAD Common Stock Certificates, 1,000,000 shares of PSWW Preferred Stock in an amount equal to the Preferred Stock Per Share Consideration.

Section 2.4 - Reserved

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BAYOU ROAD
AND THE BAYOU ROAD STOCKHOLDER

Except as set forth with respect to a specifically identified representation and warranty on the disclosure schedule delivered by BAYOU ROAD to Principal Solar prior to the execution of this Agreement (the "BAYOU ROAD Disclosure Schedule"), BAYOU ROAD and the BAYOU ROAD Stockholder (K. Bryce Toussaint), jointly and severally, represent and warrant to Bayou Road as follows:

Section 3.1 Organization. BAYOU ROAD and each of its Subsidiaries (as hereinafter defined), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a BAYOU ROAD Material Adverse Effect (as hereinafter defined). BAYOU ROAD and each of its Subsidiaries, if any, is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a BAYOU ROAD Material Adverse Effect. True, accurate and complete copies of the BAYOU ROAD 's Certificate of Incorporation and By-laws, as in effect on the date hereof, including all amendments thereto, have heretofore been made available to Bayou Road. All such organizational documents are in full force and effect and neither BAYOU ROAD nor any of its Subsidiaries is in violation of such organizational documents. As used in this Agreement, any reference to any event, change or effect having a "BAYOU ROAD Material Adverse Effect" means such event, change or effect is, or is likely to be, materially adverse to (a) the business, properties, financial condition or results of operations of BAYOU ROAD and its Subsidiaries, taken as a whole, or (b) the ability of the BAYOU ROAD to consummate the transactions contemplated hereby. As used in this Agreement, "Subsidiary" shall mean, with respect to any party, any corporation or other as such to BAYOU ROAD, in which any such director, officer or affiliate has a direct or indirect material interest, other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership) or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

Section 3.2 Capitalization.

(a) Capitalization of BAYOU ROAD As of the date hereof, the entire authorized capital stock of BAYOU ROAD consists of: fifteen hundred (1500) shares of BAYOU ROAD Common Stock, of which one thousand (1000) shares are validly issued and outstanding, fully paid and nonassessable, and no shares are held in treasury. All of the outstanding shares of the BAYOU ROAD 's capital stock are duly authorized, validly issued, fully paid and nonassessable and free of any preemptive rights in respect thereto. Except as otherwise disclosed, there are no outstanding options, warrants, calls, rights or commitments, or any other agreements of any character binding on the BAYOU ROAD with respect to the issued or unissued capital stock of BAYOU ROAD or obligating BAYOU ROAD to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of, or other equity interests in, BAYOU ROAD or securities convertible into or exchangeable for such shares, or equity interests, or obligating BAYOU ROAD to grant, extend or enter into any such option, warrant, call, right, commitment or other agreement. There are no contractual obligations of BAYOU ROAD to repurchase, redeem or otherwise acquire any shares of capital stock of BAYOU ROAD. After the date hereof, no additional shares of BAYOU ROAD Common Stock will have been issued. Except as otherwise disclosed, there are no voting trusts, proxies or other agreements or understandings to which BAYOU ROAD or any BAYOU ROAD Stockholder is a party or is bound with respect to voting any shares of capital stock of BAYOU ROAD.

(b) Subsidiaries of BAYOU ROAD. N/A

Section 3.3 Authority. BAYOU ROAD has the requisite corporate power and corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by BAYOU ROAD and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of BAYOU ROAD, and no other corporate proceedings on the part of BAYOU ROAD are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by BAYOU ROAD and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of BAYOU ROAD, enforceable against BAYOU ROAD in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 3.4 Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under applicable laws, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act, The Nasdaq Stock Market-National Market ("Nasdaq"), and filings under state securities or "blue sky" laws and except as otherwise disclosed, the execution, delivery or performance of this Agreement by BAYOU ROAD, the consummation by BAYOU ROAD of the transactions contemplated hereby and compliance by BAYOU ROAD with any of the provisions hereof shall not (a) conflict with or result in any breach of any provisions of the organizational documents of BAYOU ROAD or of any of its Subsidiaries, (b) require any filing by BAYOU ROAD or any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by BAYOU ROAD or any of its Subsidiaries of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a BAYOU ROAD Material Adverse Effect), (c) result in a material violation or breach of, or constitute (with or without due notice or lapse of time, or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement, franchise, permit, concession or other instrument, obligation, understanding, commitment or other arrangement (collectively, "Contracts") to which BAYOU ROAD or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or affected or (d) violate any order, writ, injunction or decree, or any material statute, ordinance, rule or regulation, applicable to BAYOU ROAD or any of its Subsidiaries, except for violations of such orders, writs, injunctions or decrees which would not have a BAYOU ROAD Material Adverse Effect.

Section 3.5 Financial Statements. Prior to Closing BAYOU ROAD will provide a copy of the unaudited consolidated balance sheet of BAYOU ROAD as of December 31, 2019 and the related consolidated statements of income, changes in Stockholder' equity, and cash flows for the fiscal year ended on such date, and the notes and schedules thereto, certified by the chief financial officer of BAYOU ROAD (the "Annual Financial Statements" or “Balance Sheet”). The Annual Financial Statements fairly present in all material respects the consolidated financial condition of BAYOU ROAD and its Subsidiaries as of their respective dates and the consolidated results of their operations and their consolidated cash flows for the periods then ended, and have all been prepared in accordance with generally accepted accounting principles ("GAAP") applied consistently throughout the periods involved, except as disclosed therein.

Section 3.6 Legal Proceedings. Except as otherwise disclosed, no material litigation, investigation of which BAYOU ROAD has knowledge or proceeding of or before any arbitrator or Governmental Entity has been commenced and is pending or, to the knowledge of BAYOU ROAD, is threatened by or against BAYOU ROAD or any of its Subsidiaries or against any of their respective properties or assets. Except as otherwise disclosed, there is no material judgment, injunction, decree, order or other determination of an arbitrator or Governmental Entity currently applicable to BAYOU ROAD or any of its Subsidiaries or any of their respective properties or assets.

Section 3.7 Absence of Undisclosed Liabilities. There are no liabilities of BAYOU ROAD or any of its Subsidiaries (absolute, accrued, contingent or otherwise) which are of the type required by GAAP to be reflected or reserved against on the Balance Sheet, other than (a) liabilities (i) fully reflected or reserved against on the Balance Sheet or (ii) incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice and (b) liabilities as otherwise disclosed by BAYOU ROAD. Principal Solar, Inc is Assuming all outstanding liabilities, outstanding debts (notes, loans, or otherwise) and outstanding obligations of BAYOU ROAD INVESTMENTS, INC.

Section 3.8 Absence of Certain Changes or Events. Except as expressly permitted by this Agreement or as otherwise disclosed, since the date of the Balance Sheet to the date hereof, BAYOU ROAD and each of its Subsidiaries have conducted their respective businesses only in the ordinary and usual course consistent with past practice, and there has not been any change or development, or combination of changes or developments, which has had a BAYOU ROAD Material Adverse Effect. Without limiting the generality of the foregoing, except as otherwise disclosed, except for those actions after the date of this Agreement permitted by this Agreement and except as entered into or effected in the ordinary course consistent with past practice, neither BAYOU ROAD nor any of its Subsidiaries has since the date of the Balance Sheet:

(i) incurred any material damage, destruction or loss;

(ii) made any material changes in its customary methods of operations, including, without limitation, its marketing;

(iii) increased the compensation or benefits payable by it to its employees generally except for increases in compensation or benefits in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to BAYOU ROAD or such Subsidiary;

(iv) made any payment or distribution to any affiliate, including, without limitation, any repayment of any Indebtedness (as hereinafter defined), except for (A) payments or distributions by a wholly owned Subsidiary of BAYOU ROAD (defined to include any Subsidiary all of whose shares are owned directly or indirectly by BAYOU ROAD other than nominee, director qualifying or similar shares) to BAYOU ROAD or another wholly owned Subsidiary of BAYOU ROAD, (B) payments of cash dividends on the BAYOU ROAD Common Stock quarterly and immediately prior to the Closing and otherwise in accordance with the terms thereof and (C) salary payments to officers, directors and consultants;

(v) merged or consolidated with, or acquired an interest having a value in excess of $10,000 in, any person;

(vi) entered into any material joint venture, partnership or other similar arrangement with any person;

(vii) terminated, discontinued, closed or disposed of any material facility or any material business operation;

(viii) issued, sold or redeemed any capital stock, notes, bonds or other securities, or any option, warrant, stock appreciation right or other right to acquire the same;

(ix) declared or paid any dividends or other distributions in respect of its capital stock (except for declarations and payments of dividends or other distributions by a wholly owned Subsidiary of BAYOU ROAD to BAYOU ROAD or another wholly owned Subsidiary of BAYOU ROAD;

(x) amended, terminated, cancelled or compromised any undisputed material claims;

(xi) allowed any of its material Permits (as hereinafter defined) to lapse or terminate or failed to renew any of its material Permits;

(xii) amended or modified, in any material respect, or consented to the early termination of, any material Contract;

(xiii) amended its Certificate of Incorporation or By-laws;

(xiv) made any change in the financial or accounting practices or policies customarily followed by it (other than changes required by GAAP) or made any material election with respect to Taxes (as hereinafter defined);

(xv) entered into any material Contract or other material transaction; or

(xvi) agreed in writing or otherwise to do any of the foregoing.

Section 3.9 Contracts.

(a) BAYOU ROAD has disclosed or will disclose prior to Closing each of the following Contracts to which BAYOU ROAD or any of its Subsidiaries is a party or by or to which BAYOU ROAD or any of its Subsidiaries or any of their respective assets or properties is bound or subject, in each case as of the date hereof:

(i) agreements, other than corporate customer agreements, involving at least $10,000 of obligations or benefits; than standard employment agreements or arrangements and employee benefit plans.

(ii) customer agreements with the ten (10) largest customers.

(iii) material agreements between BAYOU ROAD or any of its Subsidiaries, on the one hand, and a customer, vendor or supplier, on the other hand;

(iv) agreements (including written settlement agreements) currently in effect pursuant to which BAYOU ROAD or any of its Subsidiaries licenses the right to use any Intellectual Property (as hereinafter defined) to any person or from any person (indicating which of the BAYOU ROAD or its Subsidiaries is currently party to such agreement);

(v) agreements with any committee or organization of, or representing, customers;

(vi) employment, severance and consulting agreements with any current or former director, officer or employee which provide for continuing obligations on the part of BAYOU ROAD or any of its Subsidiaries;

(vii) agreements with any labor union or similar association representing any employee;

(viii) agreements for the sale or lease (as lessor) by BAYOU ROAD or any of its Subsidiaries of any assets or properties (other than automobiles) in excess of $10,000 per agreement;

(ix) agreements relating to the acquisition or lease (as lessee) by the BAYOU ROAD or any of its Subsidiaries of any assets or properties in excess of $10,000 per agreement;

(x) agreements relating to the disposition or acquisition of any ownership interest in any person with a book value of $10,000 or more;

(xi) joint venture, partnership or similar agreements;

(xii) agreements that materially limit or purport to materially limit the ability of BAYOU ROAD or any of its Subsidiaries to compete in any line of business or with any person or in any geographical area or during any period of time;

(xiii) agreements relating to the incurrence of more than $10,000 of Indebtedness by BAYOU ROAD or any of its Subsidiaries or restricting the ability of BAYOU ROAD or any of its Subsidiaries to incur Indebtedness;

(xiv) agreements relating to any Guarantee Obligations (as hereinafter defined) of BAYOU ROAD or any of its Subsidiaries involving more than $10,000 (other than indemnities made in the ordinary course of business which are not material to BAYOU ROAD and its Subsidiaries taken as a whole);

(xv) agreements relating to the making of any loan or advance by BAYOU ROAD or any of its Subsidiaries other than (x) inter BAYOU ROAD loans among BAYOU ROAD and its wholly owned Subsidiaries and (y) those made in the ordinary course of business which are not in excess of $10,000;

(xvi) agreements providing for the indemnification by BAYOU ROAD or any of its Subsidiaries to any person except those entered into in the ordinary course of business which are not material to BAYOU ROAD, and its Subsidiaries taken as a whole;

(xvii) agreements with any Governmental Entity except those entered into in the ordinary course of business which are not material to BAYOU ROAD, and its Subsidiaries taken as a whole and other than tax audit agreements; and

(xviii) other material Contracts.

(b) There have been delivered or made available, or will be made available to Principal Solar, Inc. true and complete copies of all of the written agreements listed in Section 3.9 and a written summary of all of the oral agreements, if any, listed in Section 3.9. Each material Contract to which BAYOU ROAD or any of its Subsidiaries is a party or by or to which BAYOU ROAD or any of its Subsidiaries or any of their respective assets or properties is bound or subject is in full force and effect and constitutes a legal, valid and binding obligation of BAYOU ROAD or one of its Subsidiaries, as the case may be, and, to the knowledge of BAYOU ROAD, of each other party thereto, enforceable against BAYOU ROAD or one of its Subsidiaries, as the case may be, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Neither BAYOU ROAD nor any of its Subsidiaries has received any written notice (x) that any such material Contract is not enforceable against any party thereto or (y) of early termination or intention to early terminate from any other party to any such material Contract. Except as otherwise disclosed, neither BAYOU ROAD or any of its Subsidiaries nor, to the knowledge of BAYOU ROAD, any other party to any such material Contract is in material breach of or material default under any such material Contract.

(c) As used in this Agreement, "Indebtedness" means, as to any person (a) all indebtedness of such person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such person in respect of acceptances issued or created for the account of such person and (d) all liabilities secured by any Lien on any property owned by such person even though such person has not assumed or otherwise become liable for the payment thereof. As used in this Agreement, "Guarantee Obligation" means any obligation of (a) the guaranteeing person or (b) another person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any debt, leases, dividends or other obligations (the "primary obligations") of any other third person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of securing the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof, provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

Section 3.10 Properties.

(a) BAYOU ROAD has disclosed all real estate owned, and all material real estate leased, if any, by BAYOU ROAD or any of its Subsidiaries (except any thereof first acquired or leased after the date hereof as permitted by Section 6.1 hereof). Each of BAYOU ROAD and its Subsidiaries has good record and marketable title in fee simple to all material real estate owned by it, and has valid leasehold interests in all material real estate leased by it, in each case, free and clear of all Liens except for Permitted Liens (as hereinafter defined) or as otherwise disclosed. The current use of such material owned and leased real estate by BAYOU ROAD or any of its Subsidiaries does not violate in any material respect the certificate of occupancy thereof or any material local zoning or similar land use or government regulations.

(b) BAYOU ROAD and its Subsidiaries have good and valid title to all material assets (other than the real property which is represented and warranted in paragraph (a) above) shown on the Balance Sheet or acquired since the date of the Balance Sheet in the ordinary course of business, in each case free and clear of all Liens except for Permitted Liens or as otherwise disclosed. There is no material defect in the normal operating condition and repair of the equipment owned or leased by BAYOU ROAD and its Subsidiaries.

(c) As used in this Agreement, "Permitted Liens" means (i) Liens shown on the Balance Sheet as securing specified liabilities or obligations as to which no default exists, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business with respect to liabilities that are not yet due or delinquent, or which are being contested in good faith by appropriate proceedings, (iii) Liens for Taxes, assessments and other governmental charges which are not due and payable or which may hereafter be paid without penalty or which are being contested in good faith by appropriate proceedings (for which adequate reserves have been made in the Balance Sheet), (iv) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security, retirement and other similar legislation for sums not yet due and payable, (v) Liens permitted to be incurred on and after the date hereof in accordance with Section 6.1 hereof, (vi) leases to third parties, and (vii) other imperfections of title or encumbrances, which, individually or in the aggregate, would not materially detract from the value of the property or asset to which it relates or materially impair the ability of Principal Solar, Inc. or BAYOU ROAD to use the property or asset to which it relates in substantially the same manner as it was used by BAYOU ROAD prior to the Closing Date.

Section 3.11 Intellectual Property.

(a) Except as otherwise disclosed, BAYOU ROAD or one of its Subsidiaries owns or has the right to use, sell or license the Intellectual Property (as hereinafter defined), free and clear of all Liens. BAYOU ROAD has disclosed a complete and accurate list of all material federal, state and foreign patents and patent applications, trademark or service mark applications and registrations and copyright registrations and applications, if any, each as owned by BAYOU ROAD or one of its Subsidiaries (indicating which of BAYOU ROAD and its Subsidiaries owns such rights). Except as otherwise disclosed, either BAYOU ROAD or one of its Subsidiaries currently is listed in the records of the appropriate United States, state or foreign agency as the sole owner of record for each application and registration. As used in this Agreement, "Intellectual Property" means all material intellectual property rights used in the business of BAYOU ROAD or any of its Subsidiaries as currently conducted, including, without limitation, all patents and patent applications; trademarks, trademark registrations and applications; trade names; service marks and service mark registrations and applications; copyrights and copyright registrations and applications; computer programs; technology, know-how, trade secrets, proprietary processes and formulae.

(b) The material registrations disclosed, if any, are valid, subsisting, in proper form and enforceable, and have been duly maintained, including the submission of all necessary filings in accordance with the legal and administrative requirements of the appropriate jurisdictions. Unless otherwise indicated, the material registrations and applications otherwise disclosed have not lapsed, expired or been abandoned, and no material application or registration therefor is the subject of any pending, existing or, to the knowledge of BAYOU ROAD, threatened opposition, interference or cancellation proceeding before any registration authority in any jurisdiction.

(c) Except as otherwise disclosed, (i) the conduct of the businesses of BAYOU ROAD and its Subsidiaries does not infringe upon any proprietary right owned or controlled by any third party in a manner likely to result in a material liability to BAYOU ROAD or any of its Subsidiaries and (ii) there are no claims or suits pending or, to the knowledge of BAYOU ROAD, threatened, and neither BAYOU ROAD nor any of its Subsidiaries has received any notice of a claim or suit (A) alleging that BAYOU ROAD 's or any of its Subsidiaries' activities or the conduct of their business infringes upon or constitutes the unauthorized use of the proprietary rights of any third party or (B) challenging the ownership, use, validity or enforceability of the Intellectual Property.

(d) Except as otherwise disclosed, to the knowledge of BAYOU ROAD, no third party is infringing upon any Intellectual Property owned or controlled by BAYOU ROAD or any of its Subsidiaries and no such claims have been made by BAYOU ROAD or any of its Subsidiaries.

(e) Except as otherwise disclosed, to the knowledge of BAYOU ROAD, there are no judgments or orders which restrict BAYOU ROAD 's or any of its Subsidiaries' rights to use any Intellectual Property, and no concurrent use or other agreements (aside from license and other like agreements) which restrict BAYOU ROAD 's or any of its Subsidiaries' rights to use any Intellectual Property owned by BAYOU ROAD and its Subsidiaries.

(f) The consummation of the transactions contemplated hereby will not result in the loss or impairment of BAYOU ROAD 's or any of its Subsidiaries' right to own or use any of the Intellectual Property nor will it require the consent of any Governmental Entity or third party in respect of any such Intellectual Property.

Section 3.12 Employee Benefits; ERISA.

(a) BAYOU ROAD has disclosed, if any, a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, if any, sponsored, maintained or contributed to or required to be contributed to by BAYOU ROAD, any of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with BAYOU ROAD would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate (the "Plans"). The Plans that are "employee welfare benefit plans," or "employee pension benefit plans" as such terms are defined in Sections 3(1) and 3(2) of ERISA are hereinafter referred to collectively as the "ERISA Plans". None of BAYOU ROAD, any of its Subsidiaries, or any ERISA Affiliate has any commitment to create any additional Plan or, except as contemplated by Section 6.12(b) hereof, modify or change any existing Plan that would affect any employee or former employee of BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change is, individually or in the aggregate, not likely to result in a material liability of BAYOU ROAD or any of its Subsidiaries.

(b) With respect to each of the Plans, if applicable, BAYOU ROAD has heretofore delivered or made available, or will make available to Principal Solar, Inc. true, correct and complete copies of each of the following documents:

(i) the Plan documents (including all amendments thereto) for each written Plan;

(ii) the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each such Plan for the last Plan year ending prior to the date of this Agreement for which such a report was filed; and

(iii) the actuarial report, if required under ERISA, with respect to each such Plan for the last Plan year ending prior to the date of this Agreement.

(c) No liability under Title IV of ERISA has been incurred by BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate since its inception that has not been satisfied in full, and no condition exists that presents a material risk to BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate of incurring a material liability under such Title.

(d) None of BAYOU ROAD, any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor, to the knowledge of BAYOU ROAD, any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code.

(e) Each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including, but not limited to, ERISA and the Code.

(f) Each of the ERISA Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a determination letter from the Internal Revenue Service (the "IRS") showing that it is so qualified or has applied to the IRS for such a determination and, to the knowledge of BAYOU ROAD, no event has occurred that will or is likely to give rise to disqualification of any such Plan or trust created thereunder.

(g) Except as otherwise disclosed, no amounts payable under the Plans or any other contract, agreement or arrangement to which BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate is likely, as a result of the transactions contemplated hereby, to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code.

(h) Except as otherwise disclosed, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or officer of BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate to severance pay, unemployment compensation or any other similar termination payment or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer.

(i) All Plans covering foreign employees of BAYOU ROAD or the Subsidiaries comply in all material respects with applicable local law. BAYOU ROAD and the Subsidiaries have no material unfunded liabilities with respect to any pension plan which covers foreign employees.

Section 3.13 Taxes. Except as otherwise disclosed: (a) Giving effect to all extensions obtained, each of BAYOU ROAD and its Subsidiaries has (i) duly and timely filed (or there has been filed on its behalf) with the appropriate Governmental Entities all Tax Returns (as hereinafter defined) required to be filed by it, and all such Tax Returns are true, correct and complete in all respects and (ii) timely paid (or there has been paid on its behalf) all Taxes, due or claimed to be due from it by any taxing authority, except for Taxes which are being contested in good faith by appropriate proceedings (for which adequate reserves determined in accordance with GAAP have been made in the Balance Sheet);

(b) The reserves for Taxes (determined in accordance with GAAP), if any, reflected in the Annual Financial Statements are adequate for the payment of all Taxes incurred or which may be incurred by BAYOU ROAD and its Subsidiaries through the date thereof. Since the date of the Annual Financial Statements, none of BAYOU ROAD or any of its Subsidiaries has incurred any liability for Taxes other than in the ordinary course of business;

(c) None of BAYOU ROAD or any of its Subsidiaries is a party to, is bound by, or has any obligation under, any Tax sharing or allocation agreement, Tax indemnification agreement or similar contract or arrangement;

(d) No power of attorney has been granted by or with respect to BAYOU ROAD or any of its Subsidiaries with respect to any matter relating to Taxes;

(e) None of BAYOU ROAD or any of its Subsidiaries has filed a consent pursuant to Section 341(f) of the Code (or any predecessor provision) or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by BAYOU ROAD or any of its Subsidiaries;

(f) For purposes of this Agreement, (i) "Taxes" (including, with correlative meaning, the term "Tax") means all taxes, charges, fees, levies, penalties or other assessments imposed by any federal, state, local or foreign taxing authority, including, but not limited to, income, gross receipts, excise, property, sales, use, transfer, franchise, payroll, withholding, social security or other taxes, including any interest, penalties or additions attributable thereto, and (ii) "Tax Return" means any return, report, information return or other document (including any related or supporting information) with respect to Taxes.

Section 3.14 Environmental Laws.

(a) Except as otherwise disclosed, (i) BAYOU ROAD and its Subsidiaries have complied with, and are currently in compliance with, all applicable Environmental Laws (as hereinafter defined); (ii) the properties presently or, to the knowledge of BAYOU ROAD, formerly owned or operated by BAYOU ROAD or its Subsidiaries (including, without limitation, soil, groundwater or surface water on or under the properties, and buildings thereon) (the "Real Properties") do not contain any Hazardous Substance (as hereinafter defined), other than, to the knowledge of BAYOU ROAD, as would not require investigation or remediation under applicable Environmental Law (provided, however, that with respect to Real Properties formerly owned or operated by BAYOU ROAD, such representation is limited to the period prior to the disposition of such Real Properties by BAYOU ROAD or one of its Subsidiaries); (iii) neither BAYOU ROAD nor any of its Subsidiaries has received any notices, demand letters or requests for information from any Governmental Entity or any third party alleging that BAYOU ROAD is in violation of, or liable under, any Environmental Law and none of BAYOU ROAD, its Subsidiaries or the Real Properties are subject to any court order, administrative order or decree arising under any Environmental Law and (iv) no Hazardous Substance has been disposed of, transferred, released or transported from any of the Real Properties during the time such Real Property was owned or operated by BAYOU ROAD or one of its Subsidiaries in violation of applicable Environmental Law or, to the knowledge of BAYOU ROAD, to a site that is listed or proposed for listing on the National Priorities List or the CERCLIS List compiled pursuant to the federal Comprehensive Environmental Response, Compensation and Liability Act or to a site that is listed or proposed for listing pursuant to a state environmental remediation statute or that otherwise requires remediation under such laws.

(b) As Used in this Agreement, "Environmental Law" means any applicable Federal, state, foreign or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any Governmental Entity, (i) relating to the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety, or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, release or disposal of Hazardous Substances, in each case as now in effect, but excluding in any case the Occupational Safety & Health Act and any other applicable law regulating workplace health or safety. As Used in this Agreement, "Hazardous Substance" means any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, under any Environmental Law, whether by type or by quantity, including, without limitation, petroleum products or fractions or derivatives thereof, or any substance containing any such substance as a component.

(c) Notwithstanding the generality of any other representation and warranty in this Agreement, with respect to the matters covered by this Section 3.14, (i) the representations and warranties contained in Sections 3.4, 3.6 and 3.7 hereof and this Section 3.14 shall be deemed to be the sole and exclusive representations and warranties made by BAYOU ROAD concerning Environmental Matters, (ii) no other representation or warranty contained in this Agreement shall apply to any Environmental Matters (as hereinafter defined) and (iii) no other representation or warranty, express or implied, is being made with respect to Environmental Matters. As Used in this Agreement, "Environmental Matters" shall mean any matter arising out of, relating to or resulting from contamination, protection of the environment, health or safety of humans, releases of Hazardous Substances into air, water vapor, surface water, groundwater, surface land, subsurface land, plant and animal life and any other natural resources, or resulting from the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, release, or disposal of Hazardous Substances.

Section 3.15 Labor and Employment Matters.

(a) Except as otherwise disclosed: (i) there is no material labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of BAYOU ROAD, threatened, against or affecting BAYOU ROAD or any of its Subsidiaries, and since inception there has not been any such action; (ii) no union claims to represent the employees of BAYOU ROAD or any of its Subsidiaries; (iii) neither BAYOU ROAD nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of BAYOU ROAD or any of its Subsidiaries; (iv) none of the employees of BAYOU ROAD or any of its Subsidiaries is represented by any labor organization and BAYOU ROAD does not have any knowledge of any material current union organizing activities among the employees of BAYOU ROAD or any of its Subsidiaries, nor does any question concerning representation exist concerning such employees; (v) there are no material written personnel policies, rules or procedures generally applicable to the employees of BAYOU ROAD or any of its Subsidiaries, other than those previously disclosed, true and correct copies of which have heretofore been delivered or made available or will be made available to Bayou Road; (vi) BAYOU ROAD and each of its Subsidiaries are, and have at all times been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and BAYOU ROAD and each of its Subsidiaries are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (vii) there is no unfair labor practice charge or complaint against BAYOU ROAD or any of its Subsidiaries pending or, to the knowledge of BAYOU ROAD, threatened before the National Labor Relations Board or any similar state or foreign agency; (viii) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure against BAYOU ROAD or any of its Subsidiaries pending or, to the knowledge of BAYOU ROAD, threatened; (ix) to the knowledge of BAYOU ROAD, no material charges with respect to or relating to BAYOU ROAD or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices; (x) neither BAYOU ROAD nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to BAYOU ROAD or any of its Subsidiaries and, to the knowledge of BAYOU ROAD, no such investigation is in progress; and (xi) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of BAYOU ROAD, threatened in any forum by or on behalf of any present or former employee of BAYOU ROAD or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

(b) Since inception neither BAYOU ROAD nor any of its Subsidiaries has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act")) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of BAYOU ROAD or any of its Subsidiaries; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of BAYOU ROAD or any of its Subsidiaries; nor has BAYOU ROAD or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as otherwise disclosed, none of BAYOU ROAD 's or any of its Subsidiaries' employees has suffered an "employment loss" (as defined in the WARN Act) since six (6) months prior to the date of this Agreement.

Section 3.16 Compliance with Laws.

(a) Each of BAYOU ROAD and its Subsidiaries is in compliance in all material respects with all material laws, statutes, orders, rules, regulations, ordinances and judgments of any Governmental Entity, holds all material Permits (as hereinafter defined) that are necessary to the conduct of its business or the ownership of its properties, and is in compliance in all material respects with each such Permit. As Used in this Agreement, "Permits" means, as to any person, all licenses, permits, franchises, orders, approvals, concessions, registrations, authorizations and qualifications with and under all federal, state, local or foreign laws and Governmental Entities and all industry or other nongovernmental self-regulatory organizations that are issued to such person.

(b) Except as otherwise disclosed, since inception, none of BAYOU ROAD or any of its Subsidiaries has received any written or any other communication from any Governmental Entity asserting that BAYOU ROAD or any of its Subsidiaries is not in compliance in any material respect with any applicable material law or Permit.

Section 3.17 Reserved.

Section 3.18 Affiliate Transactions. BAYOU ROAD has disclosed or will disclose prior to Closing all material transactions since inception and all currently proposed material transactions between BAYOU ROAD or any of its Subsidiaries, on the one hand, and any current or former director or officer of BAYOU ROAD or any of its Subsidiaries or any such director's or officer's affiliates known as such to BAYOU ROAD, or any entity known as such to BAYOU ROAD, in which any such director, officer or affiliate has a direct or indirect material interest, other than standard employment agreements or arrangements and employee benefit plans.

Section 3.19 Brokers or Finders. Neither BAYOU ROAD nor any of its Subsidiaries has any liability to any agent, broker, investment banker, financial advisor or other firm or person for any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

Section 3.20 Takeover Statutes. To the knowledge of BAYOU ROAD, no "fair price," "moratorium," "control share acquisition" or other similar antitakeover statute, law, regulation or rule of any Governmental Entity (each a "Takeover Statute") is applicable to the transactions contemplated by this Agreement.

ARTICLE IV

ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF THE BAYOU ROAD STOCKHOLDER

The BAYOU ROAD Stockholder, severally and not jointly, represents and warrants as to itself to Bayou Road as follows:

Section 4.1 Organization. The BAYOU ROAD Stockholder is an individual and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Section 4.2 Authority. The execution, delivery and performance of this Agreement by the BAYOU ROAD Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the BAYOU ROAD Stockholder, and no other proceedings on the part of the BAYOU ROAD Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the sole BAYOU ROAD Stockholder and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of BAYOU ROAD, enforceable against the BAYOU ROAD Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). The BAYOU ROAD Stockholder, its board of directors, and its shareholders have approved the transactions contemplated hereby and has determined that such transactions are in the best interests of BAYOU ROAD and the BAYOU ROAD Stockholder, its board of directors and shareholders.

Section 4.3 Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required, the execution, delivery or performance of this Agreement by the BAYOU ROAD Stockholder, the consummation by the BAYOU ROAD Stockholder of the transactions contemplated hereby and compliance by the BAYOU ROAD Stockholder with any of the provisions hereof shall not (a) conflict with or result in any breach of any provisions of the organizational documents of such BAYOU ROAD Stockholder, (b) require any filing by such BAYOU ROAD Stockholder or any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by such BAYOU ROAD Stockholder of any Governmental Entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which such BAYOU ROAD Stockholder is a party or by which any of them or any of their properties or assets may be bound or affected or (d) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to such BAYOU ROAD Stockholder, except, in the case of clause (c) or (d), for violations, breaches or defaults which would not have a material adverse effect on the ability of such BAYOU ROAD Stockholder to consummate the transactions contemplated hereby.

Section 4.4 Title to Shares. The BAYOU ROAD Stockholder of BAYOU ROAD Common Stock (i) owns such shares free and clear of any Liens and (ii) has full power, right and authority to exchange such shares pursuant to the terms of this Agreement.

Section 4.5 Investment Intention. The BAYOU ROAD Stockholder is acquiring the shares of PSWW Preferred Stock issuable to such BAYOU ROAD Stockholder pursuant to the terms of this Agreement for consideration for the herein referenced transaction, and not with a view to or for resale in connection with the distribution or other disposition thereof except for such which are permitted hereunder and under the Securities Act.

Section 4.6 Federal Securities Law Matters. The BAYOU ROAD Stockholder has been advised that (a) neither the sale nor the offer of the shares of PSWW Preferred Stock issuable pursuant to the terms of this Agreement has been registered under the Securities Act, (b) such shares must be held and BAYOU ROAD Stockholder must continue to bear the economic risk of the investment in the shares of PSWW Preferred Stock issuable to such BAYOU ROAD Stockholder pursuant to the terms of this Agreement.

Section 4.7 Reserved.

Section 4.8 Access to Information. (a) BAYOU ROAD Stockholder understands and is aware of all the risk factors related to an investment in the shares of PSWW Preferred Stock issuable pursuant to the terms of this Agreement, (b) BAYOU ROAD Stockholder or its attorneys or advisors have carefully reviewed this Agreement and have been granted the opportunity to ask questions of, and receive answers from, representatives of Bayou Road concerning the terms and conditions of the investment in the shares of PSWW Common Stock issuable pursuant to the terms of this Agreement and to obtain any additional information which such BAYOU ROAD Stockholder deems necessary, (c) BAYOU ROAD Stockholder's knowledge and experience in financial and business matters is such that BAYOU ROAD Stockholder is capable of evaluating the risks of the investment in the shares of PSWW Preferred Stock issuable pursuant to the terms of this Agreement and (d) in making its decision to approve the transactions contemplated hereby and to exchange its shares of BAYOU ROAD Common Stock for shares of PSWW Preferred Stock pursuant to this Agreement, BAYOU ROAD Stockholder has relied upon the independent investigation made by such BAYOU ROAD Stockholder and, to the extent believed by BAYOU ROAD Stockholder to be appropriate, such BAYOU ROAD Stockholder's representatives, including such BAYOU ROAD Stockholder's own professional, tax and other advisors.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF Principal Solar, Inc.

Principal Solar, Inc. represents and warrants to BAYOU ROAD and the BAYOU ROAD Stockholder as follows:

Section 5.1 Organization.. Principal Solar, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Principal Solar, Inc. Material Adverse Effect (as hereinafter defined). As Used in this Agreement, any reference to any event, change or effect having a "Principal Solar, Inc. Material Adverse Effect" means such event, change or effect is, or is likely to be, materially adverse to (a) the business, properties, financial condition or results of operations of Bayou Road and its Subsidiaries, taken as a whole or (b) the ability of Principal Solar, Inc. to consummate the transactions contemplated hereby.

Section 5.2 Reserved.

Section 5.3 Authority. Principal Solar, Inc. has the requisite corporate power and corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Principal Solar, Inc and the consummation by Bayou Road of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Principal Solar, Inc. and no other corporate proceedings on the part of Principal Solar, Inc are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Principal Solar, Inc and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of Principal Solar, Inc, enforceable against Principal Solar, Inc in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 5.4 Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, Nasdaq, and filings under state securities or "blue sky" laws, the execution, delivery or performance of this Agreement by Principal Solar, the consummation by Principal Solar of the transactions contemplated hereby and compliance by Principal Solar with any of the provisions hereof shall not (a) conflict with or result in any breach of any provision of the organizational documents of Principal Solar, (b) require any filing by Principal Solar or any of its Subsidiaries with, or any permit, authorization, consent or approval to be obtained by Principal Solar or any of its Subsidiaries of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a Principal Solar Material Adverse Effect), (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Principal Solar, Inc. or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or affected or (d) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to Principal Solar, Inc or any of its Subsidiaries, except, in the case of clause (c) or (d), for violations, breaches, defaults, terminations, cancellations or accelerations which would not have a Principal Solar Material Adverse Effect.

Section 5.5 Reserved.

Section 5.6 Brokers or Finders. Neither Principal Solar nor any of its Subsidiaries has any liability to any agent, broker, investment banker, financial advisor or other firm or person for any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

Section 5.7 Takeover Statutes. To the knowledge of Principal Solar, no Takeover Statute is applicable to the transactions contemplated by this Agreement.

Section 5.8 Reserved.

Section 5.9 Legal Proceedings. Except as disclosed prior to the date hereof, (i) no litigation, investigation of which Principal Solar, Inc. has knowledge or proceeding of or before any arbitrator or Governmental Entity has been commenced and is pending or, to the knowledge of Principal Solar, is threatened by or against Principal Solar or any of its Subsidiaries or against any of their respective properties or assets which would have, individually or in the aggregate, a Principal Solar, Material Adverse Effect; and (ii) there are no judgments, injunctions, decrees, orders or other determinations of an arbitrator or Governmental Entity applicable to the Principal Solar or any of its Subsidiaries or any of their respective properties or assets which would have, individually or in the aggregate, a Principal Solar Material Adverse Effect.

Section 5.10 Compliance with Laws. Except as disclosed prior to the date hereof, each of Bayou Road and its Subsidiaries is in compliance in all respects with all laws, statutes, orders, rules, regulations, ordinances and judgments of any Governmental Entity, holds all Permits that are necessary to the conduct of its business or the ownership of its properties, and is in compliance with each such Permit, except where the failure to so comply with an applicable law or hold such Permits would not have a Bayou Road Material Adverse Effect.

ARTICLE VI

COVENANTS AND OTHER AGREEMENTS

Section 6.1 Conduct of Business. Except as contemplated by this Agreement or with the prior written consent of Principal Solar (which consent shall not be unreasonably withheld or delayed) during the period from the date of this Agreement to the Closing Date, Principal Solar shall, and shall cause each of its Subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice and shall use all reasonable efforts, and shall cause each of its Subsidiaries to use all reasonable efforts, to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its material relationships with licensors, licensees, franchisors, franchisees, customers, suppliers, employees and any others having business dealings with it. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, or as disclosed in Section 6.1 of the Principal Solar Disclosure Schedule, Principal Solar shall not, and shall not permit any of its Subsidiaries to, prior to the Closing Date, without the prior written consent of Principal Solar (which consent shall not be unreasonably withheld or delayed):

(a) adopt any amendment to its certificate of incorporation or by-laws or comparable organizational documents;

(b) except for issuances of capital stock of Principal Solar's Subsidiaries to Principal Solar or a wholly owned Subsidiary of Principal Solar, issue, reissue, sell, deliver or pledge or authorize or propose the issuance, reissuance, sale, delivery or pledge of additional shares of capital stock of any class, or any securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible securities, or capital stock;

(c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class or series of its capital stock, except that any wholly owned Subsidiary of Principal Solar may pay dividends to Principal Solar or any of Principal Solar 's other wholly owned Subsidiaries;

(d) adjust, split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock, or any of its other securities (other than as permitted by Section 6.1(f) hereof);

(e) (i) sell, lease, transfer or dispose of any material assets or rights, (ii) permit any asset to suffer any Lien thereupon, except for any such Liens existing on the date hereof and for Permitted Liens, or (iii) acquire any material assets or rights, unless in the case of clauses (i), (ii) and (iii) of this Section 6.1(e), (A) in the ordinary course of business consistent with past practice or (B) pursuant to obligations in effect on the date hereof;

(f) (i) incur, assume or refinance any Indebtedness, (ii) assume, guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for any Guarantee Obligations of any other person or (iii) make any loans, advances or capital contributions to, or investments in, any other person, unless in the case of clauses (i), (ii) and (iii) of this Section 6.1(f), (A) in the ordinary course of business consistent with past practice or (B) pursuant to obligations in effect on the date hereof;

(g) pay, discharge or satisfy any liability, obligation, or Lien (absolute, accrued, asserted or unasserted, contingent or otherwise) of Principal Solar or any of its Subsidiaries, other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of claims, liabilities or obligations of Principal Solar or its Subsidiaries (i) reflected or reserved against the Balance Sheet or (ii) incurred in the ordinary course of business since the date of the Balance Sheet;

(h) change any of the accounting or tax principles, practices or methods used by Principal Solar (except as required by GAAP or applicable law);

(i) make any change in the compensation payable or to become payable to any of its officers, directors, employees, agents or consultants (other than normal salary or wage increases in the ordinary course of business and consistent with past practice), enter into or amend any employment, severance, termination or other agreement or employee benefit plan or make any loans to any of its officers, directors, employees, agents or consultants (other than routine advances in the ordinary course of business and consistent with past practice), whether contingent on consummation of the transactions contemplated hereby or otherwise;

(j) pay, agree to pay or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan, agreement or arrangement to any officer, director or employee or pay or agree to pay or make any accrual or arrangement for payment to any employees of Principal Solar or any of its Subsidiaries of any amount relating to unused vacation days, except in the ordinary course of business and consistent with past practice or as permitted by this Agreement;

(k) make or authorize any capital expenditures except in the ordinary course consistent with past practice;

(i) settle or compromise any material Tax liability;

(m) (i) enter into, amend or terminate early any material Contract, except in the ordinary course of business consistent with past practice, or (ii) knowingly take any action or fail to take any action that, with or without either notice or lapse of time, would constitute a material default under any material contract;

(n) make any payments, loans, advances or other distributions to, or enter into any transaction, agreement or arrangement with, the Stockholder, their affiliates, associates or family members (other than compensation payable and routine advances in the ordinary course of business and consistent with past practice to Stockholder who are also employees or consultants);

(o) make any change in its accounts payable practices generally;

(p) terminate or amend or fail to perform any of its obligations or permit any material default to exist or cause any material breach under, or enter into (except for renewals in the ordinary course of business consistent with past practice), any material policy of insurance;

(q) dispose of or permit to lapse any Intellectual Property;

(r) modify, amend or enter into any collective bargaining agreement;

(s) file any income Tax Return or pay any income Tax shown to be due thereon or make any material elections with respect to Taxes with respect to such Tax Returns; or

(t) take, or agree in writing or otherwise to take, any of the foregoing actions.

Section 6.2 No Solicitation. Unless and until this Agreement is terminated in accordance with its terms, neither BAYOU ROAD nor the BAYOU ROAD Stockholder shall, directly or indirectly, solicit or initiate discussions with, enter into negotiations or agreements with, or furnish any information about Principal Solar, Inc. that is not publicly available to, or otherwise assist, facilitate or encourage, any entity, person or group (other than Principal Solar, an affiliate of Principal Solar or their authorized representatives) concerning any proposal for a merger, sale of substantial assets, sale of any shares of capital stock or rights to acquire any shares of capital stock, recapitalization or other business combination transaction involving Principal Solar or any of its Subsidiaries (a "Competing Transaction"). BAYOU ROAD and the BAYOU ROAD Stockholder shall instruct the respective officers, directors, employees, advisors, affiliates, counsel and agents (collectively, "Representatives") of BAYOU ROAD and its Subsidiaries not to take any action contrary to the provisions of the previous sentence. BAYOU ROAD shall notify Principal Solar immediately in writing if BAYOU ROAD becomes aware that any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated with, BAYOU ROAD or its Subsidiaries with respect to a Competing Transaction.

Section 6.3 Reserved.

Section 6.4 Access.. From the date of this Agreement until the Closing Date (or the termination of this Agreement), BAYOU ROAD shall (and shall cause each of its Subsidiaries to) afford to Principal Solar and its Representatives reasonable access, upon reasonable notice during normal business hours, to all its properties, books, contracts, commitments, personnel and records and shall (and shall cause each of its Subsidiaries to) furnish promptly to Principal Solar all information concerning its business, properties and personnel as may reasonably be requested. All such information as may be furnished by or on behalf of BAYOU ROAD or any of its Subsidiaries to Principal Solar or its Representatives pursuant to this Section 6.4 shall be and remain confidential. No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Section 6.5 Notification of Certain Matters. Each of BAYOU ROAD and Principal Solar shall promptly advise the other party orally and in writing of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (iii) any event or change or impending occurrence of any event or change of which it has knowledge and which has resulted, or which, insofar as can reasonably be foreseen, is likely to result, in any of the conditions to the transactions contemplated hereby set forth in Article VIII hereof not being satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Section 6.6 Reserved.

Section 6.7 Reasonable Efforts.

(a) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the preparation and filing of all applicable forms under applicable laws, (ii) such actions as may be required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of shares of PSWW Preferred Stock and contemplated hereby, (iii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite consents, approvals, authorizations or orders of any Governmental Entity or third party and (iv) the satisfaction of all conditions to the Closing.

(b) Each party shall promptly consult with the other with respect to and provide any necessary information not subject to legal privilege with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement (except personal information with respect to officers and directors). Each party hereto shall promptly inform the other of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If any party or affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

(c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Principal Solar to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring Principal Solar to hold separate or divest, or to restrict the dominion or control of Principal Solar or any of its affiliates over any other business of Principal Solar, its affiliates or BAYOU ROAD and its Subsidiaries. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to the Closing.

Section 6.8 Disclosure Supplements. Prior to the Closing, BAYOU ROAD shall supplement or amend previous BAYOU ROAD disclosures with respect to any matter hereafter arising or any information obtained after the date hereof which, if existing, occurring or known at or prior to the date of this Agreement, would have been required to be set forth or described in such schedule or which is necessary to complete or correct any information in such schedule or in any representation and warranty which has been rendered inaccurate thereby; provided, however, that no such supplement or amendment shall affect the representations, warranties, covenants or agreements of the parties hereto or the conditions to the obligations of the parties under this Agreement.

Section 6.9 Publicity. The initial press release, if any, relating to this Agreement shall be a joint press release and, thereafter, BAYOU ROAD and Principal Solar shall consult with each other prior to issuing any press releases or otherwise making public statements with respect to the transactions contemplated by this Agreement.

Section 6.10 Reserved.

Section 6.11 Reserved.

Section 6.12 Reserved.

Section 6.13 Takeover Statutes. If any Takeover Statute is or may become applicable to the transactions contemplated by this Agreement, each of BAYOU ROAD and Principal Solar and their respective Boards of Directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated thereby and otherwise to act to eliminate or minimize the effects of any such Takeover Statute on any of the transactions contemplated by this Agreement.

Section 6.14 Certain Actions. Each of the parties hereto shall not take any action that would, or that could reasonably be expected to, result in any of the conditions to their respective obligations to consummate the transactions contemplated hereby set forth in Article VIII not being satisfied.

Section 6.15 Indemnification; Insurance.

(a) BAYOU ROAD shall, and, from and after the Closing Date, Principal Solar and BAYOU ROAD shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Closing Date, an officer or director of BAYOU ROAD or any of its Subsidiaries (the "Indemnified Parties") against (i) all losses, claims, damages, costs, expenses, liabilities or judgments, or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of BAYOU ROAD or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby or thereby, in each case to the full extent a corporation is permitted under Delaware or Ohio law (notwithstanding the By-laws of BAYOU ROAD or Bayou Road) to indemnify its own directors, officers and employees, as the case may be (and BAYOU ROAD or Principal Solar, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent permitted by law). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising before or after the Closing Date), (i) the Indemnified Parties may retain counsel satisfactory to them with the consent of BAYOU ROAD (or the consent of Principal Solar and BAYOU ROAD after the Closing Date) which consent of BAYOU ROAD (or, after the Closing Date, Principal Solar and BAYOU ROAD ) with respect to such counsel retained by the Indemnified Parties may not be unreasonably withheld, (ii) BAYOU ROAD (or, after the Closing Date, Principal Solar and BAYOU ROAD ) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (iii) BAYOU ROAD (or, after the Closing Date, Principal Solar and BAYOU ROAD ) shall use all reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that neither BAYOU ROAD nor Principal Solar shall be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 6.15, upon learning of any such claim, action, suit, proceeding or investigation, shall notify BAYOU ROAD and Principal Solar (but the failure so to notify shall not relieve BAYOU ROAD or Principal Solar from any liability which it may have under this Section 6.15, except to the extent such failure materially prejudices such party). The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter, unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. The provisions of the Certificate of Incorporation and the By-laws of BAYOU ROAD with respect to indemnification and exculpation from liability shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of BAYOU ROAD, unless such modification is required by law. Principal Solar shall cause BAYOU ROAD to keep and maintain in effect after the Closing Date the indemnification agreements with the individuals listed in Schedule I.

(b) The provisions of this Section 6.15 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Section 6.16 Further Assurances. In the event that at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of BAYOU ROAD and Principal Solar shall take such necessary action.

Section 6.17 Reserved.

Section 6.18 Reserved.

ARTICLE VII
RESERVED.

ARTICLE VIII
CONDITIONS

Section 8.1 Conditions to Each Party's Obligation to Effect the Acquisition. The respective obligation of each party hereto to consummate the transactions contemplated hereby are subject to the satisfaction or waiver, on or prior to the Closing Date, of each of the following conditions:

(a) No Injunctions or Restraints. (i) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing or materially restricting the consummation of the transactions contemplated hereby shall be in effect (each party agreeing to Use all reasonable efforts to have any such order reversed or injunction lifted) and (ii) no action by any Governmental Entity shall be pending seeking to prevent or materially restrict the consummation of the transactions contemplated hereby; provided, however, that the conditions set forth in the preceding clause (ii) shall not be a condition to Principal Solar’s obligations unless Principal Solar has complied in all material respects with the provisions of Section 6.7 hereof.

(b) Regulatory Approvals. (i) All authorizations, consents, orders or approvals of those Governmental Entities listed in Section 8.1(c) of the BAYOU ROAD Disclosure Schedule, if any, shall have been obtained and (ii) all other authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity, the failure of which to be obtained, made or occurred would have a BAYOU ROAD Material Adverse Effect or a Principal Solar Material Adverse Effect, shall have been obtained, made or occurred; provided, however, that the condition set forth in the preceding clause (ii) shall not be a condition to Principal Solar’s obligations unless Principal Solar has complied in all material respects with the provisions of Section 6.7 hereof. Bayou Road Shareholder shall have received all state securities or "blue sky" permits and other authorizations necessary to issue or cause the issuance of the PSWW Preferred Stock pursuant to this Agreement.

(c) Third-Party Consents.. All consents of third parties shall have been obtained on terms reasonably acceptable to Bayou Road.

Section 8.2 Conditions to Obligation of Principal Solar.. The obligation of Principal Solar to effect the transactions contemplated hereby are also subject to the satisfaction, on or prior to the Closing Date, of the following additional conditions unless waived by Bayou Road:

(a) Representations and Warranties. The representations and warranties of BAYOU ROAD and the BAYOU ROAD Stockholder set forth in this Agreement (i) that are qualified as to materiality shall be true, complete and correct in all respects and (ii) that are not so qualified shall be true, complete and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that the accuracy of the representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be determined as of such date) and, in each case except for changes expressly permitted by this Agreement.

(b) Performance of Obligations of BAYOU ROAD. BAYOU ROAD shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Certificates. The BAYOU ROAD Stockholder shall have received notification of the initiation of the Preferred Stock Certificates, dated the Closing Date, signed on behalf of Principal Solar by its chief executive officer to the effect that the conditions set forth in Sections 8.3(a), 8.3(b) and 8.3(d) have been satisfied.

(d) No Material Adverse Change. No change or development, or combination of changes or developments, shall have occurred which would have a Bayou Road Material Adverse Effect.

(e) Corporate Action. The BAYOU ROAD Stockholder shall have received from Principal Solar (i) copies of resolutions of Principal Solar's Board of Directors approving and adopting this Agreement and the transactions contemplated hereby, certified on behalf of Principal Solar by its corporate secretary.

ARTICLE IX

TERMINATION AND AMENDMENT

Section 9.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by mutual consent of Principal Solar and the BAYOU ROAD Stockholder's Representative (acting on behalf of the BAYOU ROAD Stockholder);

(b) by either Principal Solar or the BAYOU ROAD Stockholder's Representative (acting on behalf of the BAYOU ROAD Stockholder), if the transactions contemplated hereby shall not have been consummated before December 31, 2019 (unless the failure to so consummate the transactions contemplated hereby by such date shall be due to the action or failure to act of the party seeking to terminate this Agreement);

(c) by either Principal Solar or the BAYOU ROAD Stockholder's Representative (acting on behalf of the BAYOU ROAD Stockholder), if any preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby is entered and such preliminary or permanent injunction or other order is final and nonappealable (provided that Bayou Road shall not be entitled to terminate this Agreement pursuant to this Section 9.1(c) unless Bayou Road has complied in all material respects with the provisions of Section 6.7 hereof);

(d) by Principal Solar, if there has been a breach on the part of BAYOU ROAD or the BAYOU ROAD Stockholder in any of the representations, warranties or covenants of BAYOU ROAD and/or the BAYOU ROAD Stockholder set forth herein, or any failure on the part of BAYOU ROAD and/or the BAYOU ROAD Stockholder to comply with its or their obligations hereunder, or any other events or circumstances shall have occurred, such that, in any such case, any of the conditions to the Closing set forth in Section 8.1 or 8.2 hereof could not be satisfied prior to the termination date contemplated by Section 9.1(b) hereof; or

(e) by the BAYOU ROAD Stockholder's Representative (acting on behalf of the BAYOU ROAD Stockholder), if there has been a breach on the part of in any of the representations, warranties or covenants of Principal Solar set forth herein, or any failure on the part of Principal Solar to comply with its obligations hereunder, or any other events or circumstances shall have occurred, such that, in any such case, any of the conditions to the Closing set forth in Section 8.1 or 8.3 hereof could not be satisfied prior to the termination date contemplated by Section 9.1(b) hereof.

Section 9.2 Effect of Termination. In the event of a termination of this Agreement by either the Stockholder's Representative or Principal Solar as provided in Section 9.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Principal Solar or the BAYOU ROAD Stockholder or their affiliates or respective officers or directors, other than the provisions of Section 6.4 hereof; provided, however, that any such termination shall not relieve any party from liability for willful breach of this Agreement.

Section 9.3 Amendment. This Agreement may be amended by the parties hereto by action taken or authorized by their respective Boards of Directors, in the case of Principal Solar and PRINCIPAL SOLAR, and, subject to Section 11.2 hereof, by the BAYOU ROAD Stockholder's Representative, in the case of the BAYOU ROAD Stockholder. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 9.4 Extension; Waiver. At any time prior to the Closing Date, the parties hereto, by action taken or authorized by their respective Boards of Directors, in the case of Principal Solar and Principal Solar, and by the BAYOU ROAD Stockholder's Representative, in the case of the BAYOU ROAD Stockholder, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

ARTICLE X

INDEMNIFICATION

Section 10.1 Agreement by BAYOU ROAD Stockholder to Indemnify. Subject to the terms and conditions of this Article X, each BAYOU ROAD Stockholder jointly and severally agrees, from and after the Closing, to indemnify, defend and hold Principal Solar, Inc. and its affiliates (including Principal Solar and its Subsidiaries from and after the Closing Date) (collectively, the "Principal Solar Group") harmless from and against the Indemnifiable Damages (as hereinafter defined).

(a) As Used in this Agreement, "Indemnifiable Damages" means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, fines, penalties, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) actually incurred or suffered by any member of the Principal Solar Group, to the extent resulting from or arising out of any inaccuracy in any representation or warranty (without regard to any "BAYOU ROAD Material Adverse Effect" qualifications contained therein other than that set forth in the first sentence of Section 3.8 hereof) made by BAYOU ROAD or the BAYOU ROAD Stockholder in or pursuant to this Agreement. Indemnifiable Damages shall not be deemed to have been sustained solely by reason of BAYOU ROAD 's failure to list in any section of the BAYOU ROAD Disclosure Schedule any matter required to be listed therein.

(b) Each of the representation and warranties made by BAYOU ROAD and each BAYOU ROAD Stockholder in this Agreement or pursuant hereto shall survive for a period of one year after the Closing Date and, upon expiration of such one-year period, such representations and warranties shall expire. No claim for the recovery of Indemnifiable Damages may be asserted by Principal Solar against the BAYOU ROAD Stockholder after such representations and warranties shall thus expire; provided, however, that claims for Indemnifiable Damages first asserted in compliance with the notice requirements of Section 10.2(a) hereof within such one-year period shall not thereafter be barred. Notwithstanding any knowledge of facts determined or determinable by Principal Solar or its Representatives by investigation, Principal Solar shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith.

(c) Notwithstanding anything to the contrary in this Section 10.1, (i) the BAYOU ROAD Stockholder shall not be liable to Principal Solar with respect to any claim for Indemnifiable Damages (other than with respect to claims relating to Environmental Matters which are covered by clause (ii) below) ("Non-Environmental Matters") unless and only to the extent that all Indemnifiable Damages relating to Non-Environmental Matters incurred by the Principal Solar Group exceed an aggregate of $25,000 (it being the intention of the parties that such amount be a deductible against the Indemnifiable Damages relating to Non-Environmental Matters for which the BAYOU ROAD Stockholder otherwise would be liable), (ii) the BAYOU ROAD Stockholder shall indemnify the Principal Solar Group against all claims for Indemnifiable Damages relating to Environmental Matters and the BAYOU ROAD Stockholder shall not be liable to Principal Solar with respect to any claim for Indemnifiable Damages relating to Environmental Matters unless and only to the extent that all Indemnifiable Damages with respect to Environmental Matters incurred by the Principal Solar Group exceed an aggregate of $25,000 (it being the intention of the parties that the BAYOU ROAD Stockholder shall have a separate deductible for claims relating to Environmental Matters in such amount).

Section 10.2 Conditions of Indemnification. The Stockholder' obligations to indemnify and hold the Bayou Road Group harmless against Indemnifiable Damages are subject to the following terms and conditions:

(a) If Bayou Road has a reasonable good faith basis for asserting a claim for Indemnifiable Damages, it shall give prompt written notice to the BAYOU ROAD Stockholder's Representative, of such claim (an "Indemnification Notice"). The Indemnification Notice shall briefly set forth the basis of the claim and the amount thereof (or, if not then determinable by Principal Solar, a reasonable good faith estimate of the amount thereof) in reasonable detail to permit the BAYOU ROAD Stockholder's Representative to evaluate such claim.

(b) Promptly after any determination of a claim in accordance with the provisions of paragraph (c) below, or promptly after any receipt of notice of the determination of a claim in accordance with the provisions of Section 10.3 hereof (which notice shall be accompanied by a copy of any agreement, final court order, judgment or decree evidencing such determination), or promptly after the expiration of ten (10) days following the delivery of the Indemnification Notice to the BAYOU ROAD Stockholder’s Representative, the BAYOU ROAD Stockholder shall deliver to Principal Solar an amount equal to the amount, if any, of such claim payable to Principal Solar pursuant to such determination.

(i) The claim shall be deemed to have resulted in a determination in favor of Principal Solar, in an amount equal to the amount of such claim estimated by Principal Solar pursuant to paragraph (a) above, on the 30th day after Principal Solar gives the BAYOU ROAD Stockholder's Representative the Indemnification Notice with respect to such claim in accordance with paragraph (a) above, unless prior thereto Principal Solar has received notice from the BAYOU ROAD Stockholder's Representative that the BAYOU ROAD Stockholder has a reasonable good faith basis for disputing the claim (a "Dispute Notice").

(ii) If a claim asserted hereunder is disputed by the BAYOU ROAD Stockholder's Representative in the manner provided in clause (i) above, the determination of such claim shall be made in accordance with the provisions for the settlement of disputes contained in Section 10.3 hereof and shall be evidenced by the documentation referred to in such Section.

Section 10.3 Settlement of Disputes. If the BAYOU ROAD Stockholder's Representative delivers a Dispute Notice in compliance with Section 10.2(c)(i) hereof, the parties shall follow the procedures set forth below:

(a) Promptly following receipt by Bayou Road of a Dispute Notice, the parties shall hold a meeting (the "Initial Meeting"), attended by persons with decision-making authority for each party, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute; provided, however, that no such meeting, or any statements made or documents exchanged by the parties at such meeting, shall be deemed to vitiate or reduce the obligations and liabilities of the parties hereunder or be deemed a waiver by a party hereto of any remedies to which such party would otherwise be entitled hereunder.

(b) If, within thirty (30) days after the Initial Meeting or such longer period as the parties may agree, the parties have not succeeded in negotiating a resolution of the dispute, the parties shall submit the dispute to mediation in accordance with the then-current CPR Model Mediation Procedure for Business Disputes published by the CPR Institute for Dispute Resolution (the "CPR"). In connection with such mediation, the parties shall jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the CPR if they have been unable to agree upon such appointment within twenty (20) days from the conclusion of the negotiation period. The parties shall bear equally the out-of-pocket costs payable to third parties of the mediation; provided, however, that costs payable by a party to its advisors and other representatives, including its attorneys and any experts or consultants retained on its behalf, shall be borne solely by such party. Such mediation shall be held in the Dallas, Texas area unless the parties agree otherwise.

(c) The parties shall participate in good faith in the mediation and negotiations related thereto for a period of no more than thirty (30) days from the date a mediator is appointed, unless the parties agree to extend such period. If the parties are not successful in resolving the dispute through the mediation, then any party may institute legal proceedings to adjudicate such dispute, subject to the provisions of Section 11.12 hereof.

(d) The resolution of any dispute shall be evidenced by an agreement in writing signed by Principal Solar and the BAYOU ROAD Stockholder's Representative or by a final judgment, order or decree of the United States District Court for the Northern District of Texas or a court of competent jurisdiction of the State of Texas (the time for appeal therefrom having expired and no appeal having been perfected).

Section 10.4 Remedies Exclusive. The remedies provided herein shall be exclusive and the liability of the BAYOU ROAD Stockholder to indemnify the Principal Solar Group for Indemnifiable Damages shall be limited to the deductible of $25,000 as provided in Section 10.1(c), Principal Solar having agreed to waive (on behalf of itself and all other members of the Principal Solar Group) any rights it (or they) may otherwise have had to proceed against the BAYOU ROAD Stockholder or their successors or assigns or any of their other assets for the satisfaction of such right to indemnity. In addition, from and after the Closing Date, the BAYOU ROAD Stockholder will have no liability to Principal Solar or to any other member of the Principal Solar Group arising out of or relating to any breach of any of the covenants or agreements made by BAYOU ROAD or the BAYOU ROAD Stockholder in this Agreement.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given on the date delivered if delivered personally (including by reputable overnight courier), on the date transmitted if sent by facsimile (which is confirmed), or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Principal Solar, to:

PRINCIPAL SOLAR, INC.

100 Crescent Court, Suite 100

Dallas, Texas 75201

Attn: K. Bryce Toussaint, CEO

Email: kbrycetoussaint@gmail.com

(b) if to BAYOU ROAD and the BAYOU ROAD Stockholder's Representative, to:

BAYOU ROAD INVESTMENTS

PO BOX 191292

Dallas, Texas 75219

Email: ktoussaint@yahoo.com

Section 11.2 RESERVED

Section 11.3 Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation." The phrase "made available" in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available. The phrases "the date of this Agreement," "the date hereof" and terms of similar import, unless the context otherwise requires, shall be deemed to refer to December 27, 2019.

Section 11.4 Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when a counterpart has been signed by each of the parties and delivered to each of the other parties, it being understood that all parties need not sign the same counterpart.

Section 11.5 Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, and (b) except as provided in Section 6.15 hereof, are not intended to confer upon any person other than the parties hereto and thereto any rights or remedies hereunder or thereunder.

Section 11.6 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to any applicable conflicts of law principles.

Section 11.7 Specific Performance. The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof (without the requirement of the posting of any bond or other security), in addition to any other remedy at law or equity.

Section 11.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 11.9 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated thereby is not affected in any manner adverse to any party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect original intent of the parties.

Section 11.10 BAYOU ROAD Disclosure Schedules. Matters reflected on the BAYOU ROAD Disclosure Schedules, if any, are not necessarily limited to matters required by this Agreement to be reflected therein and the inclusion of such matters shall not be deemed an admission that such matters were required to be reflected in the BAYOU ROAD Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Capitalized terms used in the BAYOU ROAD Disclosure Schedules but not otherwise defined therein shall have the respective meanings assigned to such terms in this Agreement.

Section 11.11 Fees and Expenses. Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by Principal Solar, if incurred by Principal Solar, or any of its affiliates (other than Principal Solar and its Subsidiaries), or by BAYOU ROAD, if incurred by BAYOU ROAD, its Subsidiaries, or the BAYOU ROAD Stockholder.

Section 11.12 Jurisdiction. Subject to Section 10.3 hereof, each of the BAYOU ROAD Stockholder, BAYOU ROAD and Principal Solar hereby (i) consents to be subject to jurisdiction of the United States District Court for the Northern District of Texas and the jurisdiction of the courts of the State of Texas in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the United States District Court for the Northern District of Texas or the courts of the State of Texas, (iv) irrevocably waives (A) any objection that it may have or hereafter have to the laying of venue of any such suit, action or proceeding in such court and (B) any claim that any such suit, action or proceeding in any such court has been brought in an inconvenient forum and (v) irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 11.1 hereof.

IN WITNESS WHEREOF, Principal Solar, Inc., BAYOU ROAD and the BAYOU ROAD Stockholder have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

PRINCIPAL SOLAR, INC.,

ADelaware Corporation

By: /s/ K. Bryce Toussaint

K. Bryce Toussaint

CEO & President

BAYOU ROAD INVESTMENTS,

ADelaware Corporation

By: /s/ K. Bryce Toussaint

K. Bryce Toussaint

CEO & President

THE BAYOU ROAD

STOCKHOLDER

K/ BRYC TOUSSAINT,

An Individual

By: /s/ K. Bryce Toussaint

K. Bryce Toussaint

EX1A-12 OPN CNSL 18 principal_ex1201.htm OPINION OF COUNSEL

Exhibit 12.1

Suares & Associates

Attorneys at Law

833 Flatbush Avenue

Suite 100

Brooklyn, New York 11226

dsuares@suaresassociates.com

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 corporation, (“Principal Solar, Inc.”) for the purpose of rendering an opinion as to the legality of 100,000,000 shares of Principal Solar, Inc. common stock, par value $0.01 per share to be offered and distributed by Principal Solar, Inc. (“Shares”), pursuant to an Offering Statement to be filed under Regulation A of the Securities Act of 1933, as amended, by Principal Solar, Inc. with the U.S. Securities and Exchange Commission (the "SEC") on Form 1-A, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).

For the purpose of rendering my opinion herein, I have reviewed statutes of the State of Delaware, to the extent I deem relevant to the matter opined upon herein, certified or purported true copies of the Articles of Incorporation of Principal Solar, Inc. and all amendments thereto, the By-Laws of Principal Solar, Inc., selected proceedings of the board of directors of Principal Solar, Inc. authorizing the issuance of the Shares, certificates of officers of Principal Solar, Inc. and of public officials, and such other documents of Principal Solar, Inc. and of public officials as I have deemed necessary and relevant to the matter opined upon herein. I have assumed, with respect to persons other than directors and officers of Principal Solar, Inc., the due and proper election or appointment of all persons signing and purporting to sign the documents in their respective capacities, as stated therein, the genuineness of all signatures, the conformity to authentic original documents of the copies of all such documents submitted to me as certified, conformed and photocopied, including the quoted, extracted, excerpted and reprocessed text of such documents.

Based upon the review described above, it is my opinion that the Shares are duly authorized and when, as and if issued and delivered by Principal Solar, Inc. against payment therefore, as described in the offering statement, will be validly issued, fully paid and non-assessable.

I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express no opinion with respect thereto. My forgoing opinion is strictly limited to matters of Delaware corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Delaware, as specified herein.

I hereby consent to the filing of this opinion as Exhibit 12.1 to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

Very truly yours,

/s/ Donnell Suares

Donnell Suares, Esq.

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