XPWR / XZERES Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

XZERES Corp.
US ˙ OTC
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1084597
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to XZERES Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
September 24, 2015 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings America Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 407-875-9595 (Name, Address and Telephone Numb

September 24, 2015 SC 13D/A

XPWR / XZERES Corp. / DEBRUCE PAUL - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* XZERES Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 984189 100 (CUSIP Number) Paul DeBruce 411 Nichols Road, Suite 217 Kansas City, MO 64112 (Name, Address and Telephone Number of Person Authorized to R

September 10, 2015 15-12G

XZERES MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-54742 XZERES Corp. (Exact name of registrant as specified in its charter

September 2, 2015 SC 13D/A

XPWR / XZERES Corp. / DEBRUCE PAUL - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* XZERES Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 984189 100 (CUSIP Number) Paul DeBruce 411 Nichols Road, Suite 217 Kansas City, MO 64112 (Name, Address and Telephone Number of Person Authorized to R

September 1, 2015 EX-3.1

Amendment to Certificate of Designation

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Certificate of Designation For Nevada Profit Corporations (Pursuant

September 1, 2015 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings America Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 407-875-9595 (Name, Address and Telephone Numb

September 1, 2015 8-K/A

XZERES MAINBODY (Current Report/Significant Event)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2015 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Emp

July 14, 2015 10-Q

XZERES QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2015 ? Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-91191 XZERES Corp. (Exact name of regis

June 24, 2015 10-K

XZERES ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54742 XZERES Corp. (Exact name of registrant as specif

June 16, 2015 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings America Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 407-875-9595 (Name, Address and Telephone Numb

June 15, 2015 EX-10.1

Subscription Agreement entered into between the Company and Paul DeBruce

XZERES CORP. SERIES B PARTICIPATING PREFERRED STOCK SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this ?Agreement?) made as of June 8, 2015, between XZERES Corp., a Nevada corporation (?Xzeres? or the ?Company?), and the undersigned (the ?Subscriber?). WHEREAS, Xzeres is conducting a private placement (the ?Offering?) of up to 3,000 shares of Series B Participating Preferred Stock (the ?Shares?),

June 15, 2015 EX-99.1

XZERES Completes $6 Million Financing, Remains on Track for Record Annual Results

XZERES Completes $6 Million Financing, Remains on Track for Record Annual Results WILSONVILLE, ORE.

June 15, 2015 8-K

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2015 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer

June 15, 2015 SC 13D/A

XPWR / XZERES Corp. / DEBRUCE PAUL - SCHEDULE 13D/A (AMENDMENT NO. 4) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* XZERES Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 984189 100 (CUSIP Number) Paul DeBruce 411 Nichols Road, Suite 217 Kansas City, MO 64112 (Name, Address and Telephone Number of Person Authorized to R

June 15, 2015 EX-3.1

Certificate of Designation

BARBARA K. CEGAVSKE Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Certificate of Designation (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Corporations (Pursuant to NRS 78.1955) 1. Name of corporation: Xzeres Corp. 2. By resolution of the

June 15, 2015 EX-10.2

Subscription Agreement entered into between the Company and Ravago Holdings America Inc.

XZERES CORP. SERIES B PARTICIPATING PREFERRED STOCK SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this ?Agreement?) made as of June 8, 2015, between XZERES Corp., a Nevada corporation (?Xzeres? or the ?Company?), and the undersigned (the ?Subscriber?). WHEREAS, Xzeres is conducting a private placement (the ?Offering?) of up to 3,000 shares of Series B Participating Preferred Stock (the ?Shares?),

June 5, 2015 EX-10.3

Subordinated Security Agreement

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED TO THE RIGHTS OF WELLS FARGO BANK, NATIONAL ASSOCIATION RELATING TO THAT CERTAIN CREDIT AGREEMENT, DATED AUGUST 21, 2014, AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION AND XZERES CORP.

June 5, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2015 Xzeres Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer

June 5, 2015 EX-10.2

Demand Convertible Subordinated Secured Promissory Note Ravago Holdings America, Inc.

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS.

June 5, 2015 EX-10.1

Demand Convertible Subordinated Secured Promissory Note DeBruce

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY APPLICABLE STATE SECURITIES LAWS.

May 29, 2015 NT 10-K

XZERES MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-91191 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: February 28, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

April 7, 2015 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings America Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 407-875-9595 (Name, Address and Telephone Numb

April 7, 2015 SC 13D/A

XPWR / XZERES Corp. / DEBRUCE PAUL - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 pd-sc13daapr62015.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* XZERES Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 984189 100 (CUSIP Number) Paul DeBruce 411 Nichols Road, Suite 217 Kansas City, MO 64112 (Name, Addres

April 7, 2015 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings America Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 407-875-9595 (Name, Address and Telephone Numb

April 7, 2015 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings America Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 407-875-9595 (Name, Address and Telephone Numb

April 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2015 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employe

April 6, 2015 EX-17.1

Resignation of Steve Shum

April 3, 2015 Attn: XZERES Corp board of Directors 9025 SW Hillman Ct, Suite 3126 Wilsonville, OR 97070 Dear XZERES Board of Directors, I sincerely appreciate the opportunity over the past several years to have served in my current capacity to help build and position Xzeres.

April 6, 2015 8-K

Unregistered Sales of Equity Securities

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2015 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employe

March 10, 2015 8-K

Regulation FD Disclosure

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2015 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employ

March 10, 2015 EX-99.1

Corporate Overview OTC: XPWR March 2015

Corporate Overview OTC: XPWR March 2015 The information provided herein may include forward - looking statements within the meaning of Section 27A of the Securities Act o f 1933, and Section 21E of the Exchange Act of 1934, as amended and such forward - looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

September 9, 2014 EX-10.1

Employment Agreement – Michael Williams

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made this 8th day of September, 2014, by and between XZERES CORP.

September 9, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 mainbody.htm MAINBODY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2014 Xzeres Corp. (Exact name of registrant as specified in its charter) Nevada 000-54742 74-2329327 (State or other jurisdiction of incorporation) (Commiss

August 29, 2014 SC 13G

XPWR / XZERES Corp. / Plastiche S.A. - MAINBODY Passive Investment

SC 13G 1 mainbody.htm MAINBODY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) August 21, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

August 28, 2014 SC 13D/A

XPWR / XZERES Corp. / Duffy James W - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) James W. Duffy c/o Ravago Americas 339 Auburn Street, 2nd Floor, Newton, MA 02466 407-875-9595 (Name, Address and Telephone Num

August 28, 2014 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings America Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 407-875-9595 (Name, Address and Telephone Numb

August 27, 2014 EX-10

CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, XZERES CORP. as Borrower Dated as of August 21, 2014 TABLE OF CONTENTS Table of Contents

CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, XZERES CORP.

August 27, 2014 EX-99.1

XZERES Appoints David Hofflich as Chief Executive Officer

XZERES Appoints David Hofflich as Chief Executive Officer WILSONVILLE, ORE., August 26, 2014 ─ XZERES Corp. (OTCQB: XPWR), a global renewable energy solutions company, has appointed David Hofflich as chief executive officer, succeeding Frank Greco who will remain president. Hofflich will assume Greco’s board seat. Hofflich is a seasoned financial executive with more than 20 years of experience in

August 27, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2014 Xzeres Corp. (Exact name of registrant as specified in its charter) Nevada 000-54742 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Emplo

August 27, 2014 EX-10.3

MASTER SALES PURCHASE AGREEMENT XZERES CORP. GALE FORCE MASTER FUND L.P. Dated December 20, 2013 TABLE OF CONTENTS

MASTER SALES PURCHASE AGREEMENT Between XZERES CORP. and GALE FORCE MASTER FUND L.P. Dated December 20, 2013 TABLE OF CONTENTS 1. Definitions 1 2. Appointment 3 3. Purchaser Requirements 3 4. Purchaser Orders 6 5. Term and Effectiveness of Agreement 6 6. Prices and Terms of Sale 6 7. Information Exchange 7 8. Purchaser Reports 8 9. Authorized Sources of Supply 8 10. Company Trademarks 8 11. Use of

August 27, 2014 EX-10.2

Employment Agreement – David Hofflich

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 25th day of August, 2014, by and between XZERES WIND CORP.

August 27, 2014 SC 13D/A

XPWR / XZERES Corp. / DEBRUCE PAUL - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* XZERES Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 984189 100 (CUSIP Number) Paul DeBruce 411 Nichols Road, Suite 217 Kansas City, MO 64112 (Name, Address and Telephone Number of Person Authorized to R

August 27, 2014 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2014 Xzeres Corp. (Exact name of registrant as specified in its charter) Nevada 000-54742 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number)

August 27, 2014 EX-10.1

Employment Agreement – Frank Greco

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 25th day of August, 2014, by and between XZERES CORP.

August 12, 2014 CORRESP

XPWR / XZERES Corp. CORRESP - -

xzeres corporation 9025 sw hillman court, suite 3126 wilsonville, or 97070 August 12, 2014 Via EDGAR United States Securities and Exchange Commission 100 F Street, N.

August 12, 2014 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2014 Xzeres Corp. (Exact name of registrant as specified in its charter) Nevada 000-54742 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Emplo

August 6, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2014 Xzeres Corp. (Exact name of registrant as specified in its charter) Nevada 000-54742 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employe

August 6, 2014 EX-16.1

Letter from Silberstein Ungar, PLLC to the Securities and Exchange Commission

Silberstein Ungar, PLLC CPAs and Business Advisors Phone (248) 203-0080 Fax (248) 281-0940 30600 Telegraph Road, Suite 2175 Bingham Farms, MI 48025-4586 www.

July 18, 2014 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Xzeres Corp. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings America Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 407-875-9595 (Name, Address and Telephone Numb

June 25, 2014 SC 13D/A

XPWR / XZERES Corp. / DEBRUCE PAUL - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* XZERES Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 984189 100 (CUSIP Number) Paul DeBruce 411 Nichols Road, Suite 217 Kansas City, MO 64112 (Name, Address and Telephone Number of Person Authorized to R

June 12, 2014 SC 13D/A

XPWR / XZERES Corp. / GARFF ROBERT N - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #1 Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Robert N. Garff Xzeres Corp 9025 SW Hillman Suite 3126, Wilsonville, OR 97070 (Name, Address and Telephone Number of Person Authori

June 12, 2014 SC 13D/A

XPWR / XZERES Corp. / HOFFLICH & ASSOCIATES INC - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #1 Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Hofflich & Associates Inc. Xzeres Corp 9025 SW Hillman Suite 3126, Wilsonville, OR 97070 (Name, Address and Telephone Number of Per

June 12, 2014 SC 13D

XPWR / XZERES Corp. / MAX VALUE ADVISORS LLC - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Max Value Advisors LLC Xzeres Corp 9025 SW Hillman Suite 3126, Wilsonville, OR 97070 (Name, Address and Telephone Number of Person Authorized to R

June 11, 2014 SC 13D/A

XPWR / XZERES Corp. / HAGLER WILLIAM N - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #1 Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) William N. Hagler Xzeres Corp 9025 SW Hillman Suite 3126, Wilsonville, OR 97070 (503) 388-7350 (Name, Address and Telephone Number

June 11, 2014 SC 13D/A

XPWR / XZERES Corp. / CORE FUND L P - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #1 Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Core Fund LP Xzeres Corp 9025 SW Hillman Suite 3126, Wilsonville, OR 97070 (503) 388-7350 (Name, Address and Telephone Number of Pe

June 11, 2014 SC 13D/A

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment #1 Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings American Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 (Name, Address and Telephone Number of Person Aut

May 29, 2014 NT 10-K

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-91191 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: February 28, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

February 14, 2014 SC 13G/A

XPWR / XZERES Corp. / MARQUAM ASSET MANAGEMENT LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 o213141sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* XZERES Corp (Name of Issuer) Common Stock, $0.001 Per Share Par Value (Title of Class of Securities) 984189 100 (CUSIP Number) Richard B. Goud, Jr. Marquam Asset Management LLC 1500 SW First Avenue, Suite 9

January 31, 2014 SC 13D

XPWR / XZERES Corp. / DEBRUCE PAUL - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Paul DeBruce 411 Nichols Road, Suite 217, Kansas City, MO 64112 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Co

January 14, 2014 10-Q

XZERES MAINBODY (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2013 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-91191 XZERES Corp. (Exact name

January 13, 2014 SC 13D

XPWR / XZERES Corp. / Duffy James W - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) James W. Duffy c/o Ravago Americas 339 Auburn Street 2nd Floor, Newton, MA 02466 (Name, Address and Telephone Number of Person Authorized to Recei

January 13, 2014 SC 13D

XPWR / XZERES Corp. / RAVAGO HOLDINGS AMERICA INC. - MAINBODY Activist Investment

SC 13D 1 mainbody.htm MAINBODY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Ravago Holdings American Inc. 1900 Summit Tower Blvd Suite 900, Orlando, FL 32810 (Name, Address and Telephone Numb

December 26, 2013 8-K

Unregistered Sales of Equity Securities - MAINBODY

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2013 Xzeres Corp (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Empl

October 22, 2013 SC 13G

XPWR / XZERES Corp. / Elvidge Ron - MAINBODY Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XZERES Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 984189 100 (CUSIP Number) October 19, 2012 (Date of Event Which Requires Filing of this Statement) Check appropriate Box to designate the rule pursuant to which this Schedule is fil

October 15, 2013 NT 10-Q

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-54742 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: August 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] T

September 20, 2013 S-8

- MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xzeres Corp. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 74-2329327 (I.R.S. Employer Identification No.) 9025 SW Hillman Court, Suite 3126 Wilsonville, OR 97070 (Address of principal

September 20, 2013 EX-10.1

CONSULTING AGREEMENT

CONSULTING AGREEMENT This Consulting Agreement is dated as of April 1, 2013 between Xzeres Corp.

September 10, 2013 8-K

Regulation FD Disclosure

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2013 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Em

September 10, 2013 EX-99.1

OTC Pink: XPWR Leading the World in Wind - Powered Distributed Energy & Power Efficiency OTC: XPWR Corporate Presentation www.xzeres.com www.xzeresenergy.com

OTC Pink: XPWR Leading the World in Wind - Powered Distributed Energy & Power Efficiency OTC: XPWR Corporate Presentation www.

July 16, 2013 SC 13D

XPWR / XZERES Corp. / GARFF ROBERT N - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Robert N. Garff Xzeres Corp 9025 SW Hillman Suite 3126, Wilsonville, OR 97070 (Name, Address and Telephone Number of Person Authorized to Receive

July 15, 2013 NT 10-Q

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-91191 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: May 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tran

July 9, 2013 EX-10.1

SECURED CREDITOR ASSET PURCHASE AGREEMENT PRIVATE UCC SALE

SECURED CREDITOR ASSET PURCHASE AGREEMENT PRIVATE UCC SALE This SECURED CREDITOR ASSET PURCHASE AGREEMENT PRIVATE UCC SALE (the “Agreement”) is hereby entered into on July 2, 2013 (the “Effective Date”), by and between SILICON VALLEY BANK, a California state-chartered bank (“Seller”), pursuant to C.

July 9, 2013 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement - MAINBODY

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2013 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer

July 9, 2013 EX-99.1

XZERES Acquires Southwest Windpower’s Award-Winning Skystream Product Line Acquisition Includes Next-Generation Skystream Designs, IP Portfolio and Manufacturing Assets

XZERES Acquires Southwest Windpower’s Award-Winning Skystream Product Line Acquisition Includes Next-Generation Skystream Designs, IP Portfolio and Manufacturing Assets WILSONVILLE, ORE.

July 2, 2013 SC 13G

XPWR / XZERES Corp. / MARQUAM ASSET MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 XZERES Corp (Name of Issuer) Common Stock, $0.001 Per Share Par Value (Title of Class of Securities) 984189 100 (CUSIP Number) Richard B. Goud, Jr. Marquam Asset Management LLC 1500 SW First Avenue, Suite 910 Portland, OR 97201 (Name, Address and Telephone Number of Person

June 26, 2013 SC 13D

XPWR / XZERES Corp. / HAGLER WILLIAM N - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) William N. Hagler Xzeres Corp 9025 SW Hillman Suite 3126, Wilsonville, OR 97070 (503) 388-7350 (Name, Address and Telephone Number of Person Autho

June 26, 2013 SC 13D

XPWR / XZERES Corp. / CORE FUND L P - MAINBODY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Xzeres Corp (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 984189 100 (CUSIP Number) Core Fund LP Xzeres Corp 9025 SW Hillman Suite 3126, Wilsonville, OR 97070 (503) 388-7350 (Name, Address and Telephone Number of Person Authorized

May 29, 2013 NT 10-K

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-54742 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: February 28, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

May 8, 2013 SC 13G

XPWR / XZERES Corp. / BAKER DAVID N - MAINBODY Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XZERES Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 984189 100 (CUSIP Number) April 9, 2013 (Date of Event Which Requires Filing of this Statement) Check appropriate Box to designate the rule pursuant to which this Schedule is filed:

April 24, 2013 EX-10.2

Advisory Agreement with Max Value Advisors, LLC

April 5, 2013 Xzeres Corp 9025 Southwest Hillman Court #3124 Wilsonville, Oregon 077070 Attention: Mr.

April 24, 2013 8-K

Entry into a Material Definitive Agreement

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2013 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employe

April 24, 2013 EX-10.1

Agreement for Consulting Services with Hofflich & Associates, Inc

HOFFLICH & ASSOCIATES, INC. Agreement for Consulting Services General Terms and Conditions This Agreement (the “Agreement”) is made as of the 5th day of April, 2013 by and between Hofflich & Associates, Inc. (“Consultant”) and XZERES CORP. a Nevada corporation (“Xzeres Corp.”), and its wholly-owned subsidiaries, XZERES ENERGY SERVICES CORP., a Nevada corporation (“Energy”), and WIND EUROPE, LTD. (

April 5, 2013 EX-10.3

Pledge and Security Agreement with Renewable Power Resources, LLC

PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated March , 2013, is by Xzeres Corp.

April 5, 2013 EX-10.6

Patent Collateral Assignment And Security Agreement with Renewable Power Resources, LLC

PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT THIS PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March , 2013, is by Xzeres Corp.

April 5, 2013 EX-10.10

Amended and Restated Revolving Credit Note with Hanover Holdings I, LLC

THIS AMENDED NOTE HAS not BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.

April 5, 2013 EX-10.7

Guarantee with Renewable Power Resources, LLC

[Execution] GUARANTEE GUARANTEE dated as of March , 2013 (“Guarantee”) made by XZERES WIND EUROPE LIMITED (the “Guarantor”), in favor of RENEWABLE POWER SOURCES, LLC, a Delaware limited liability company, as Lender (the “Lender”) under the Loan Agreement referred to below.

April 5, 2013 EX-99.1

XZERES Corp. Obtains New $6.5 Million Credit Facility

XZERES Corp. Obtains New $6.5 Million Credit Facility WILSONVILLE, ORE. (4/05/2013) - XZERES Corp (OTCQB: XPWR), designer, manufacturer and marketer of small (2.5 – 10KW) wind-powered, distributed energy turbines and other renewable energy products, today obtained a new $6.5 million credit facility. Renewable Power Resources, LLC, comprised of a group of world-class strategic investors with strong

April 5, 2013 EX-10.9

Guaranty and Pledge Agreement with Hanover Holdings I, LLC

GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this “Agreement”), dated as of March 29, 2013, by and among XZERES Corp.

April 5, 2013 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - MAINBODY

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2013 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employe

April 5, 2013 EX-10.1

Loan Agreement with Renewable Power Resources, LLC

LOAN AND SECURITY AGREEMENT by and between RENEWABLE POWER RESOURCES, LLC as Lender and XZERES CORP.

April 5, 2013 EX-10.5

Trademark Collateral Assignment And Security Agreement with Renewable Power Resources, LLC

TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT THIS TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March , 2013, is by Xzeres Corp.

April 5, 2013 EX-10.8

Amended and Restated Collateral Agreement with Hanover Holdings I, LLC

AMENDED AND RESTATED COLLATERAL AGREEMENT THIS AMENDED AND RESTATED COLLATERAL AGREEMENT (this “Amended Collateral Agreement”), dated as of March , 2013, by and among XZERES Corp.

April 5, 2013 EX-10.4

Warrant with Renewable Power Resources, LLC

THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION (i) MAY BE MADE IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR (ii) IS EXEMPT THEREFROM, IN WHICH EVENT THE COMPANY MAY RELY ON AN OPINION, FURNISHED BY COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY.

April 5, 2013 EX-10.2

Revolving Credit Note with Renewable Power Resources, LLC

REVOLVING CREDIT NOTE $6,500,000 March 29, 2013 New York, New York For value received, the receipt and sufficiency of which are hereby acknowledged, XZERES CORP.

April 5, 2013 EX-10.11

Intercreditor And Subordination Agreement with Hanover Holdings I, LLC

Intercreditor and Subordination Agreement INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of March , 2013, by and among HANOVER HOLDINGS I, LLC, a New York limited liability company (together with its successors and assigns, the “Subordinated Lender”), XZERES CORP.

February 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2013 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 4, 2013 CORRESP

-

CORRESP XZERES, CORP 9025 SW Hillman Court, Suite 3126 Wilsonville, OR 97070 February 4, 2013 VIA EDGAR Kevin L.

January 17, 2013 CORRESP

-

CORRESP XZERES, CORP 9025 SW Hillman Court, Suite 3126 Wilsonville, OR 97070 January 17, 2013 VIA EDGAR Kevin L.

January 15, 2013 NT 10-Q

- NOTIFICATION FOR LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54742 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

January 4, 2013 CORRESP

-

XZERES, CORP 9025 SW Hillman Court, Suite 3126 Wilsonville, OR 97070 December 21, 2012 VIA EDGAR Kevin L.

December 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - MAINBODY

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2012 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Emp

December 17, 2012 EX-17.1

Resignation of David Baker as Director

From: David Baker Sent: Thursday, December 13, 2012 6:47 PM To: Frank Greco; Steve Shum; Ron Elvidge; Robert Garff Subject: Re I David N. Baker hereby resign from the XZERES Board of Directors effective immediately. /s/ David N. Baker David N. Baker

November 21, 2012 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 20, 2012 (November 15, 2012) Xzeres Corp (Exact name of registrant as specified in Charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commis

October 25, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year -

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2012 (October 19, 2012) Xzeres Corp (Exact name of registrant as specified in Charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation)

October 25, 2012 EX-10.1

XZERES CORP. SUBSCRIPTION AGREEMENT

EX-10.1 3 ex10-1.htm XZERES CORP. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 22, 2012, between XZERES Corp., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). WITNESSETH: WHEREAS, the Company is offering for sale (the “Offering”) 1,904,762 units (the “Units”) at a purchase price of $1.05 per Unit. Each Unit consists of on

October 25, 2012 EX-10.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 22, 2012, by and among XZERES Corp, a Nevada Corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”). This Agreement is made pursuant to the Securities Subscription Agreement, dated as of the date hereo

October 25, 2012 EX-3.1

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF XZERES CORP.

Exhibit 3.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF XZERES CORP. Pursuant to Section 78.1955 of the Nevada Revised Statutes of the State of Nevada, the undersigned President and Chief Executive Officer of XZERES Corp (the “Corporation”), a corporation organization and existing under and by virtue of the laws of the State of Nevada, does hereby certify: FIRST: Whereas, by virtue o

October 25, 2012 EX-10.2

WARRANT AGREEMENT

Exhibit 10.2 WARRANT AGREEMENT WARRANT AGREEMENT, dated as of October 22, 2012 between XZERES, CORP., a Nevada corporation (the “Company”), and the investor listed on the signature page hereto (the “Investor”). WHEREAS, in connection with the private placement (the “Private Placement”) of up to 1,904,762 shares of the Company’s Series A Convertible Preferred Stock (the “Series A Shares”), the Comp

August 9, 2012 EX-10.3

COLLATERAL AGREEMENT

Exhibit 10.3 Execution Copy COLLATERAL AGREEMENT COLLATERAL AGREEMENT, dated as of August 1, 2012, by and among XZERES CORP., a Nevada corporation (the “Borrower”), XZERES Energy Services Corp., a Nevada corporation, XZERES Wind Europe Limited., a corporation organized under the laws of the Republic of Ireland, and any and all Additional Grantors who may become party to this Agreement (the Borrowe

August 9, 2012 EX-10.4

COMMON STOCK PURCHASE WARRANTS To Purchase 600,000 Shares of Common Stock of XZERES CORP.

Exhibit 10.4 Execution Copy NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

August 9, 2012 EX-10.2

COLLATERAL AGREEMENT

Exhibit 10.2 Execution Copy COLLATERAL AGREEMENT COLLATERAL AGREEMENT, dated as of August 1, 2012, by and among XZERES CORP., a Nevada corporation (the “Borrower”), and any and all Additional Grantors who may become party to this Agreement (the Borrower, such other named entities, and such Additional Grantors are hereinafter referred to each as a “Grantor” and collectively as the “Grantors”), and

August 9, 2012 EX-10.1

SECURED REVOLVING CREDIT AGREEMENT

Exhibit 10.1 Execution Copy SECURED REVOLVING CREDIT AGREEMENT SECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of August, 2012, by and between HANOVER HOLDINGS I, LLC, a New York limited liability company (the “Lender”), and XZERES CORP., a Nevada corporation (the “Borrower”). WITNESSETH : WHEREAS, the Borrower is engaged in the business of designin

August 9, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT

Form 8k UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2012 (August 6, 2012) Xzeres Corp (Exact name of registrant as specified in Charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Comm

August 9, 2012 EX-99.1

XZERES Corp Announces New Credit Facility to Enable Rapid Delivery of Its Current Order Backlog

XZERES Corp Announces New Credit Facility to Enable Rapid Delivery of Its Current Order Backlog Wilsonville, OR August 8, 2012 — XZERES Corp (OTCQB: XPWR) a designer, manufacturer, and marketer of small (2.

August 9, 2012 EX-10.5

REVOLVING CREDIT NOTE

Exhibit 10.5 Execution Copy NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION ST

July 16, 2012 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54742 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read attached instruction sheet before preparing form.

June 21, 2012 8-A12G

- REG OF A CLASS OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 XZERES CORP. (Exact name of registrant in its charter) Nevada 74-2329327 (State of incorporation or organization) ( I.R.S. Employer Identification No.) 9025 SW Hillman Court, Suite 3126 Wilsonville,

May 29, 2012 NT 10-K

- MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-91191 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: February 29, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

February 27, 2012 EX-99.1

XZERES Raises $1.4 Million - Enhances Ability to Meet Strong Order Demand

XZERES Raises $1.4 Million - Enhances Ability to Meet Strong Order Demand WILSONVILLE, Ore., Feb. 27, 2012 /PRNewswire via COMTEX/ - XZERES Corp. (OTCBB: XPWR), designer, developer and producer of distributed generation wind power systems, and power management/efficiency devices for the renewable and clean energy markets, today announced it raised $1.4 Million of additional equity capital by issui

February 27, 2012 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities - MAINBODY

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2012 XZERES Corp. (Exact name of registrant as specified in its charter) Nevada 333-91191 74-2329327 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Emp

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