SUMMER ENERGY HOLDINGS INC (Form: 8-K, Received: 02/24/2014 17:27:05)

CERTIFICATE OF DESIGNATION OF

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS

FOR

SUMMER ENERGY HOLDINGS, INC.

SERIES B PREFERRED STOCK

(3,000,000 Shares Authorized)

Definitions . For purposes of this Designation of Rights, Preferences, Privileges and Restrictions (the “ Designation of Rights ”), the following definitions shall apply:

(a) “ Company ” shall mean Summer Energy Holdings, Inc., a Nevada corporation, and any wholly-owned subsidiaries.

(b) “ Common Stock ” shall mean the Company’s $0.001 par value common stock authorized by the Company’s Articles of Incorporation, as amended.

(c) “ Original Issue Date ” shall mean, with respect to the Series B Preferred Stock, the date upon which shares of such Series B Preferred Stock are first issued.

(d) “ Deemed Original Issue Price ” shall mean, with respect to the Series B Preferred Stock, $1.00 for each one share of Series B Preferred Stock.

(e) “ Series B Preferred Stock ” shall mean the Series B Preferred Stock established by resolution of the Board of Directors of the Company, the rights, preferences, privileges and restrictions of which are set forth in this Designation of Rights that has been adopted by the Board of Directors, as authorized in the Company’s Articles of Incorporation.

SERIES B PREFERRED STOCK

3,000,000 Shares Authorized

Pursuant to the authority granted to it by the Company’s Articles of Incorporation, the Board of Directors has established by resolution a Series B Preferred Stock, and has authorized the issuance of up to 3,000,000 shares of such stock. The Series B Preferred Stock shall rank pari passu with the Series A Preferred Stock (the “ Series A Preferred Stock ”) of the Company and shall rank senior to the Common Stock with respect to the payment of any dividends, the conversion rights set forth in Section 3 below and any payment upon liquidation or redemption. The Company may not issue any additional classes or series of Preferred Stock with dividend, liquidation, redemption or conversion rights or rights of payment that are senior to the Series B Preferred Stock, except pursuant to Section 2 below. The Series B Preferred Stock established by resolution of the Board of Directors of the Company shall have the following rights, preferences, privileges and restrictions:

Dividend Rights .

(a) Dividend Preference . The holders of outstanding shares of Series B Preferred Stock shall be entitled to receive, out of funds legally available for the payment of dividends, cumulative monthly dividends at the annual rate of 12% of the Deemed Original Issue Price per share, in preference to and in priority over any dividends with respect to Common Stock. Dividends on the Series B Preferred Stock shall accumulate from and include the Original Issue Date and shall be payable on the tenth day after the end of each month with the first payment due on the tenth day after the end of the first full month following the Original Issue Date if funds are available for payment of such dividends. If funds are not available for the payment of dividends on any dividend payment date, the unpaid dividends shall cumulate and accrue for the benefit of the holders of the Series B Preferred Stock. At the option of the holders of Series B Preferred Stock, dividends may be paid to holders of Series B Preferred Stock in shares of the Company’s Common Stock valued at the fair market value of such shares of Common Stock as determined in good faith by the Board of Directors on the Record Date (as defined below). The Company shall not make any dividend, distribution or payment with respect to the Series A Preferred stock unless a ratable amount is paid toward any accrued and unpaid dividends on the Series B Preferred Stock.

(b) Dividend Record Date . As the Board of Directors of the Company declares dividends on the Series B Preferred Stock, the Company or a selected agent, as Paying Agent, shall disburse cash or shares of Common Stock, as the case may be, to the holders of record of the Series B Preferred Stock as of the last day of the month for which a dividend is being paid (“ Record Date ”).

(c) Priority of Dividends . As long as shares of the Series B Preferred Stock shall be outstanding, if the Company shall be in default or in arrears in respect to the payment of dividends on the Series B Preferred Stock or any stock previously or subsequently issued that is of equal priority to the Series B Preferred Stock (“ Parity Stock ”) or with respect to the optional redemption with respect to the Series B Preferred Stock or the Parity Stock, the Company shall not declare, pay or set apart any funds for the payment of dividends, redemption, repurchase, retirement or sinking fund payment on any of the Common Stock or other junior securities.

(d) Payment of Accumulated Dividends . Dividends in arrears with respect to the Series B Preferred Stock may be declared and paid in cash or shares of Common Stock, as the holder may elect pursuant to Section 1(a), at any time by the Company without interest or premium and shall be paid, as in the case of regular dividends, to the holders of record of the Series B Preferred Stock on the Record Date established with respect to such payment in arrears. The ability of the Company to pay cash dividends on the Series B Preferred Stock shall be limited by the availability of funds and the provisions of the Nevada Revised Statutes and any other applicable law.

Voting Rights; Protective Provisions .

(a) Voting Rights . Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series B Preferred Stock held by such holder of Series B Preferred Stock could then be converted. The holders of shares of the Series B Preferred Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote, unless otherwise required by applicable law or in cases where the rights and privileges of the Common Stock holders may be altered or diminished. The holders of Series B Preferred Stock shall be entitled to notice of any shareholders meeting in accordance with the Bylaws of the Company. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series B Preferred Stock held by each holder could be converted), shall be disregarded.

(b) Protective Provisions . For so long as any shares of Series B Preferred Stock remain outstanding, in addition to any other vote or consent required herein or by law, the vote or written consent of holders of a majority of the outstanding Series B Preferred Stock, voting as a separate class, will be necessary for effecting, approving or ratifying the following actions:

(i) Any increase or decrease in the authorized number of shares of Series B Preferred Stock;

(ii) Any authorization or any designation, whether by reclassification or otherwise, of any new class or series of stock or any other securities convertible into equity securities of the Company ranking senior to Series B Preferred Stock in right of redemption, conversion, liquidation preference, voting, dividends or with respect to any other rights or privileges, or any increase in the authorized or designated number of any such new class or series; and

(iii) Any change to the rights, preferences or privileges of Series B Preferred Stock.

Conversion Rights .

The holders of Series B Preferred Stock will have the following conversion rights (the “ Conversion Rights ”):

(a) Optional Conversion . Subject to and in compliance with the provisions of this Section 3, each share of Series B Preferred Stock may, at the option of the holder, be converted at any time into that number of fully-paid and nonassessable shares of Common Stock determined by dividing the Deemed Original Issue Price by the then effective Conversion Price (defined in Section 3(c)).

(b) Automatic Conversion . Each share of Series B Preferred Stock will automatically be converted into that number of fully-paid, nonassessable shares of Common Stock determined by dividing (i) the sum of the Deemed Original Issue Price

plus all declared and unpaid dividends by (ii) the then-effective Conversion Price (as hereinafter defined), upon the earlier to occur of (A) the affirmative election of the holders of fifty percent (50%) of the outstanding shares of Series B Preferred Stock, voting as a separate class, or (B) the affirmative vote of the Board of Directors of the Company upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, which values the Company at least $50 million and in which the gross proceeds to the Company (after underwriting discounts, commissions and fees) are at least $10 million (a “ Qualified Public Offering ”) (the earlier of the events described in (A) and (B) above is referred to herein as an “ Automatic Conversion ”).

(c) Conversion Price . The conversion price for the Series B Preferred Stock will initially be the Deemed Original Issue Price (collectively, the “ Conversion Price ”). Such initial Conversion Price will be adjusted from time to time in accordance with this Section 3. All references to the Conversion Price herein will mean such conversion price as so adjusted.

(d) Mechanics of Conversion .

(i) Each holder of Series B Preferred Stock who desires to convert the same into shares of Common Stock pursuant to Section 3(a) will surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series B Preferred Stock, and will give written notice to the Company at such office that such holder elects to convert the same. Such notice will state the number and series of shares of Series B Preferred Stock being converted. Thereupon, the Company will promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and will promptly pay in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined in good faith by the Board of Directors as of the date of such conversion), any declared and unpaid dividends on the shares of Series B Preferred Stock being converted. Such conversion will be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series B Preferred Stock to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion will be treated for all purposes as the record holder of such shares of Common Stock on such date.

(ii) Upon the occurrence of an Automatic Conversion of the outstanding shares of Series B Preferred Stock, the Company will notify the holders thereof and such holders will surrender the certificates representing such shares of Series B Preferred Stock at the office of the Company or any transfer agent for the Series B Preferred Stock. Thereupon, there will be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate(s), a certificate or certificates for the number of shares of Common Stock into which the shares of Series B Preferred Stock surrendered were convertible on the date on which such Automatic Conversion occurred.

Upon such Automatic Conversion, the outstanding shares of Series B Preferred Stock, as applicable, will be converted automatically into shares of Common Stock without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company will not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series B Preferred Stock are either delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

(e) Adjustment for Stock Splits and Combinations . If the Company at any time or from time to time after the Original Issue Date effects a subdivision (by stock split or otherwise) of the outstanding Common Stock without a proportionate and corresponding subdivision of the Series B Preferred Stock, the Conversion Price in effect immediately before that subdivision will be proportionately decreased. Conversely, if the Company at any time or from time to time after the Original Issue Date combines or consolidates (by reclassification or otherwise) the outstanding shares of Common Stock into a smaller number of shares without a proportionate and corresponding combination of Series B Preferred Stock, the Conversion Price in effect immediately before the combination will be proportionately increased. Any adjustment under this Section 3(e) will become effective at the close of business on the date the subdivision or combination becomes effective.

(f) Adjustment for Common Stock Dividends and Distributions . If the Company at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then in each such event the Conversion Price that is then in effect will be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction (1) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which is (A) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus (B) the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price will be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price will be adjusted pursuant to this Section 3(f) to reflect the actual payment of such dividend or distribution.

(g) Adjustments for Other Dividends and Distributions . If the Company at any time or from time to time after the Original Issue Date makes, or fixes a record date for

the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company other than shares of Common Stock, then in each such event provision will be made so that the holders of Series B Preferred Stock will receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of other securities of the Company that they would have received had their Series B Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section 3 with respect to the rights of the holders of Series B Preferred Stock or with respect to such other securities by their terms.

(h) Adjustment for Reclassification, Exchange and Substitution . If at any time or from time to time after the Original Issue Date the Common Stock issuable upon the conversion of the Series B Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Asset Transfer as defined in Section 4(b) or a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 3), then in any such event each holder of Series B Preferred Stock will have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Series B Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, subject to all other adjustments under this Section 3 with respect to the rights of the holders of Series B Preferred Stock or with respect to such other securities or property by the terms thereof.

(i) Reorganization, Merger, Consolidation or Sale of Assets . If at any time or from time to time after the Original Issue Date, there is a capital reorganization of the Common Stock, merger, consolidation of the Company into or with another person or a sale of assets to another person (other than an Asset Transfer as defined in Section 3(c) or a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 3), as a part of such capital reorganization, merger, consolidation or sale of assets, provision will be made so that the holders of Series B Preferred Stock will thereafter be entitled to receive upon conversion of the Series B Preferred Stock the number of shares of stock or other securities or property of the Company to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale of assets, subject to all other adjustments under this Section 3 with respect to the rights of the holders of Series B Preferred Stock or with respect to such stock, securities or property by the terms thereof. In any such case, appropriate adjustment will be made in the application of the provisions of this Section 3 with respect to the rights of the holders of Series B Preferred Stock after the capital reorganization to the end that the provisions of this Section 3 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of the Series B Preferred Stock) will be applicable after that event and apply, as nearly equivalent as

practicable, to the shares of stock or other securities or property deliverable upon conversion of the Series B Preferred Stock.

(j) Adjustment upon the Issuance or Sale of Additional Shares of Common Stock .

(i) If at any time or from time to time after the Original Issue Date, the Company issues or sells, or is deemed by the express provisions of this Section 3(j) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 3(f), and other than a subdivision, combination or consolidation of shares of Common Stock as provided in Section 3(e), for an Effective Price (as hereinafter defined) less than the then-effective Conversion Price, then and in each such case the then-existing Conversion Price for Series B Preferred Stock will be reduced, as of the opening of business on the date of such issue or sale, to equal a price (calculated to the nearest cent) determined by multiplying the then-effective Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at the Conversion Price in effect immediately prior to such issuance or sale, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue or sale plus the number of such Additional Shares of Common Stock so issued or sold. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue or sale shall be calculated on an as if converted to Common Stock basis for the Series B Preferred Stock and otherwise on an issued and outstanding basis, and so will not include giving effect to the existence of any Convertible Securities (as defined in Section 3(j)(iii) below).

(ii) For the purpose of making any adjustment required under this Section 3(j), the consideration received by the Company for any issue or sale of securities will (A) to the extent it consists of cash, be computed as the net amount of cash received by the Company after the deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale but without the deduction of any expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors and (C) if Additional Shares of Common Stock, Convertible Securities or rights or options to purchase Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities, rights or options.

(iii) For the purpose of the adjustment required under this Section 3(j), if the Company issues or sells any rights or options or warrants for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as “ Convertible Securities ”) and if the Effective Price (as hereinafter defined) of such Additional Shares of Common Stock is less than the then-effective Conversion Price, the Company will be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to (A) the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities plus (B) in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options plus (C) in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided that if (i) in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, then the Company will be deemed to have received the minimum amounts of consideration without reference to such clauses or (ii) the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or nonoccurrence of specified events other than by reason of antidilution adjustments, then the Effective Price will be recalculated using the figure to which such minimum amount of consideration is reduced. No further adjustment of the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, will be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities will expire without having been exercised, then the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities will be readjusted to the Conversion Price that would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for (a) the consideration actually received by the Company upon such exercise plus (b) the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus (c) the consideration received for issuing or selling the Convertible Securities actually converted plus (d) the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provided that such readjustment will not apply to prior conversions of Series B Preferred Stock. For purposes of this Section 3(j)(iii), the expiration or termination of any Convertible Securities that were outstanding as of the date of issuance of the Series B Preferred Stock shall not cause the Conversion Price hereunder to be adjusted unless, and only to the extent that, a change in the terms of such Convertible Securities caused it to be deemed to have been issued after the date of issuance of the Series B Preferred Stock.

(iv) “ Additional Shares of Common Stock ” will mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 3(j), whether or not subsequently reacquired or retired by the Company other than:

(A) shares of Common Stock issued or issuable to employees, consultants, directors or other service providers for compensatory purposes and in accordance with stock plans approved by the Board of Directors, or upon exercise of options or warrants granted to such parties;

(B) shares of Common Stock issued upon the exercise, exchange, adjustment or conversion of options, warrants or convertible securities outstanding as of the date of the filing of this Designation of Rights (including without limitation all shares of Series B Preferred Stock);

(C) shares of Common Stock issued or issuable pursuant to a stock split, as a dividend or distribution on Series B Preferred Stock or pursuant to any event for which adjustment is made pursuant to Sections 3(e), 3(f), 3(g), 3(h) or 3(g);

(D) shares of Common Stock issued or issuable to banks, equipment lessors or other financial institutions pursuant to a debt financing or commercial leasing transaction approved by the Board of Directors;

(E) shares of Common Stock issued or issuable to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors

(F) shares of Common Stock issued or issuable in connection with any settlement of any action, suit, proceeding or litigation approved by the Board of Directors;

(G) shares of Common Stock issued in a Qualified Public Offering; and

(H) shares of Common Stock that the holders of a majority of the outstanding Series B Preferred Stock agree shall not constitute “Additional Shares of Common Stock.”

(v) The “ Effective Price ” of Additional Shares of Common Stock will mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold by the Company under this Section 3(j), into the aggregate consideration received, or deemed to have been received by the Company for such issue under this Section 3(j), for such Additional Shares of Common Stock.

(k) Certificate of Adjustment . In each case of an adjustment or readjustment of the Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of any class of Series B Preferred Stock, the Company, at its expense, will compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and will deliver such certificate in the manner set forth in Section 3(o) to each registered holder of such Series B Preferred Stock, at the holder’s address as shown in the Company’s books. The certificate will set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Conversion Price at the time in effect, (iii) the number of Additional Shares of Common Stock and (iv) the type and amount, if any, of other property that at the time would be received upon conversion of such Series B Preferred Stock.

(l) Notices of Record Date . Upon (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company with or into any other corporation, or any Asset Transfer (as defined in Section 4(b)), or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company will deliver to each holder of Series B Preferred Stock at least 20 days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up 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) will be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, or Liquidation Event.

(m) Fractional Shares . No fractional shares of Common Stock will be issued upon conversion of any class of Series B Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of any series of Series B Preferred Stock by a holder thereof will be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, then the Company will, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Common Stock’s fair market value (as determined in good faith by the Board) on the date of conversion.

(n) Reservation of Stock Issuable Upon Conversion . The Company will at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, such number of its shares of Common Stock as will from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock will not be sufficient to effect the conversion of all then-outstanding shares of the Series B Preferred Stock, then the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as will be sufficient for such purpose.

(o) Notices . Any notice required by the provisions of this Section 3 will be in writing and will be deemed effectively given: (i) upon personal delivery to the party to be notified with written verification of receipt, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices will be addressed to each holder of record at the address of such holder appearing on the books of the Company.

(p) Payment of Taxes . The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of shares of the Series B Preferred Stock, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of such Series B Preferred Stock, so converted, were registered.

(q) No Dilution or Impairment . For so long as any shares of Series B Preferred Stock (or any shares of Common Stock into which such shares of Series B have been converted), remain outstanding, the Company will not amend its articles of incorporation or participate in any reorganization, transfer of assets, consolidation, merger, dissolution, other Liquidation Event or issue or sale of securities or take any other voluntary action, for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the Conversion Rights of the holders of Series B Preferred Stock against dilution or other impairment.

Liquidation Rights .

(a) Upon the occurrence of any Liquidation Event (as defined in Section 4 (b) ), before any distribution or payment will be made to the holders of Common Stock, the holders of Series B Preferred Stock will be entitled to be paid out of the assets of the

Company an amount equal to the amount of cash paid for the shares of Series B Preferred Stock (the “ Series B Liquidation Preference ”), on a pari passu basis with the shares of any Parity Stock. After payment of the full Series B Liquidation Preference, the holders of shares of Series B Preferred Stock will participate with holders of shares of Common Stock on an as converted basis. If, upon a Liquidation Event, the assets of the Company legally available for distribution to the holders of Series B Preferred Stock are insufficient to permit the payment in full of the Series B Liquidation Preference, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of Series B Preferred Stock and any Parity Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section 4 (a) .

(b) The following events will be considered liquidation events (each a “ Liquidation Event ”) under this Section 4 :

(i) any liquidation, dissolution or winding up of the Company; or

(ii) a sale of all or substantially all of the assets of the Company (an “ Asset Transfer ”).

(c) The fair market value of property other than cash distributable to the Company’s shareholders pursuant to a Liquidation Event shall be deemed to be the fair market value of such property as determined in good faith by the Company’s Board of Directors.

Redemption.

At any time, or from time to time, the Company may redeem all or a portion of the Series B Preferred Stock outstanding upon twenty (20) business days prior written notice to the holders of Series B Preferred Stock (the “ Redemption Notice ”) at a price per share of Series B Preferred Stock equal to 120% of the Deemed Original Issue Price of the Series B Preferred Stock being redeemed plus any accrued but unpaid dividends (the “ Redemption Price ”). A redemption of less than all of the outstanding shares of Series B Preferred Stock shall be pro rata among the holders of Series B Preferred Stock. The Redemption Notice shall state the date of redemption, which date shall be at least twenty (20) business days after the Company has delivered the Redemption Notice (the “ Company’s Redemption Date ”), the Redemption Price, and the number of shares to be redeemed by the Company. The Company shall not deliver a Redemption Notice unless it has good and clear funds for a minimum of the amount it intends to redeem in a bank account controlled by the Company.

DATED this 19th day of February, 2014.

/s/ Jaleea P. George

Jaleea P. George, Secretary and

Chief Financial Officer

CERTIFICATE OF SECRETARY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Jaleea P. George, Secretary of Summer Energy Holdings, Inc., a Nevada corporation (the “ Company ”), does hereby certify that the Articles of Incorporation for the Company, as amended, provide that the rights, preferences, qualifications, limitations or restrictions of the Company’s preferred stock may be established by resolution of the Board of Directors, and that the above and foregoing Certificate of Designation of Rights, Preferences, Privileges and Restrictions of the Company’s Series B Preferred Stock was duly and regularly adopted as such by a resolution adopted by the Board of Directors of the Company.

February 19, 2014

/s/ Jaleea P. George

Jaleea P. George, Secretary

1. Purchase and Issuance of the Shares . Subject to the terms and conditions of this Agreement, Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue to the Investor, the number of Shares set forth opposite the Investor’s name on the signature page attached hereto for a purchase price equal to the product of (x) the number of Shares subscribed for and (y) $1.00 per Share (the “ Purchase Price ”). The Purchase Price is payable by check made payable to the order of “Summer Energy Holdings, Inc.” or by wire transfer of immediately available funds delivered contemporaneously herewith as follows:

Bank Name:
Bank Address:
ABA/Routing #
Acct #:
Acct Name:
FBO:

2. Closing .

2.1. The closing shall be held at a mutually convenient time and place as the Company and the Investor mutually agree upon, orally or in writing (which time and place are designated as the “ Closing ”; the date of the Closing referred to hereinafter as the “ Closing Date ” ) .

2.2. At Closing, the Company shall deliver, or cause to be delivered promptly thereafter, to Investor, a stock certificate representing the Shares purchased by Investor, against delivery to the Company by the Investor of payment therefor by check or by wire transfer. The Company and Investor shall also deliver such other documents as are called for herein (together with this Agreement, the “ Transaction Documents ”).

3. Representations and Warranties of the Company . The following representations and warranties are qualified in their entirety by the SEC Filings, as defined below. Should any representation or warranty of the Company contain any term that contradicts anything in the SEC Filings, the SEC Filing shall control. Accordingly, the Company hereby represents and warrants to the Investor that as of the Closing Date, and subject to the aforementioned qualification that:

3.1. Organization, Good Standing and Qualification . The Company 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 authority to carry on its business as now conducted and to own its properties.

3.2. Authorization . The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Shares and the Conversion Shares in accordance with the Certificate of Designation. The Transaction Documents constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

3.3. Valid Issuance . The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Conversion Shares have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, the Certificate of Designation and applicable law, will be validly issued, fully paid and nonassessable. The Shares and the Conversion Shares will be free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws and except for those created by the Investor.

3.4. Capitalization . The authorized capital stock of the Company, immediately prior to the Closing, shall consist of 110,000,000 shares of $0.001 par value capital stock, consisting of (i) 100,000,000 shares of Common Stock, of which 14,009,339 shares are issued and outstanding and 1,059,750 of which are reserved for issuance pursuant to stock options, warrants or other rights that have been granted by the Company, and 256,250 of which are reserved for issuance pursuant to future grants of stock or stock options to employees and consultants of the Company pursuant to the Company’s stock option and stock award plan; (ii) 10,000,000 shares of Preferred Stock, 2,000,000 of which have been designated Series A Preferred Stock (826,000 shares of which are issued and outstanding), and 3,000,000 of which have been designated Series B Preferred Stock (none of which have been issued).

3.5. Consents . The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Shares and Conversion Shares require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been or will be made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. For purposes of this Agreement, “ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein

3.6. Delivery of SEC Filings; Business . The Company has made available to the Investor through the EDGAR system, true and complete copies of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2012, the Current Report on Form 8-K filed on March 30, 2012 containing Form 10 information about the Company, the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2013 and September 30, 2013, and all other reports filed by the Company pursuant to the Securities Exchange Act of 1934 (collectively, the “ SEC Filings ”). Investor is encouraged to carefully review the SEC Filings, including the specific Risk Factors set forth therein. At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

3.7. Use of Proceeds . The net proceeds of the issuance and sale of the Shares hereunder shall be used by the Company for working capital and general corporate purposes. Proceeds received pursuant to this Agreement shall be immediately available to the Company for its use.

3.8. No Conflict, Breach, Violation or Default . The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Shares and Conversion Shares will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Articles of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investor through the EDGAR system), or (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its assets or properties, or (iii) any agreement or instrument to which the Company is a party or by which the Company is bound.

3.9. Financial Statements . The financial statements included in the SEC Filings present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (except as may be disclosed therein or in the notes thereto). Except as set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have a material adverse effect on the Company.

3.10. No Directed Selling Efforts or General Solicitation . Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D of the Securities Act of 1933, as amended (the “ 1933 Act ”) in connection with the offer or sale of any of the Shares or Conversion Shares.

3.11. Private Placement . Subject to the accuracy of the representations and warranties of Investor set forth in Section 4 hereof, the offer and sale of the Shares and Conversion Shares to the Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.

4. Representations and Warranties of the Investor . Investor hereby represents and warrants to the Company that:

4.1. Authorization . Investor: (i) if a natural person, represents that the Investor has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Shares or Conversion shares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational or trust documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares and Conversion Shares, the execution and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Investor is executing this Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Investor is a party or by which it is bound.

4.2. Purchase Entirely for Own Account . The Shares and Conversion Shares to be received by Investor hereunder will be acquired for Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to Investor’s right at all times to sell or otherwise dispose of all or any part of the Shares or Conversion Shares in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by Investor to hold the Shares or Conversion Shares for any period of time. Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

4.3. Investment Experience . Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares and Conversion Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

4.4. Disclosure of Information . Investor has had an opportunity to receive all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Shares and the Conversion Shares. Investor acknowledges receipt of copies of the SEC Filings via the EDGAR system of the Securities and Exchange Commission (www.sec.gov). Neither such inquiries nor any other due diligence investigation conducted by Investor shall modify, amend or affect Investor’s right to rely on the Company’s representations and warranties contained in this Agreement; provided, Investor shall not rely on representations except those expressly set forth in this Agreement. Investor is not in possession of any material non-public information regarding the Company or its operations, and is not relying upon any such material non-public information in connection with its investment decision.

4.5. Restricted Securities . The Shares and the Conversion Shares to be purchased hereunder will not be registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such securities may be resold without registration under the 1933 Act only in certain limited circumstances. Each certificate evidencing the Shares and the Conversion Shares to be issued hereunder shall bear a legend in substantially the following form:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

The Investor acknowledges and agrees that, as “restricted securities,” the Shares and Conversion Shares to be purchased by it may not be transferred, hypothecated, sold or otherwise disposed of until (i) a registration statement with respect to such securities is declared effective under the 1933 Act, or (ii) the Company receives an opinion of counsel for the holder(s) of such Shares and/or Conversion Shares, reasonably satisfactory to counsel for the Company, that an exemption from the registration requirements of the 1933 Act is available.

4.6. Accredited Investor . Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act (“ Accredited Investor ”). By initialing the appropriate space(s) below, Investor hereby represents that Investor falls into one or more of the following categories:

_____ (i) a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity;

_____ (ii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;

_____ (iii) an insurance company as defined in Section 2(13) of the Act;

_____ (iv) an investment company registered under the Investment Company Act of 1940 (the “ Investment Company Act ”);

_____ (v) a business development company as defined in Section 2(a)(48) of the Investment Company Act;

_____ (vi) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;

_____ (vii) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

_____ (viii) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), if either:

_____ (A) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser,

_____ (B) the employee benefit plan has total assets in excess of $5,000,000, or

_____ (C) the plan is a self-directed plan with investment decisions made solely by Persons that are Accredited Investors;

_____ (ix) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

_____ (x) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, or a partnership, in each case, not formed for the specific purpose of making an investment in the Company, and in each case, with total assets in excess of $5,000,000;

_____ (xi) a director or executive officer of the Company issuing the Shares being offered or sold, or a director, executive officer, or general partner of a general partner of that issuer;

_____ (xii) a natural person whose individual net worth, or joint net worth with his or her spouse, excluding the value of the person’s primary residence and any amount of debt secured by his or her primary residence incurred within the past 60 days, at the time of his or her purchase exceeds $1,000,000;

_____ (xiii) a natural person who has an individual income in excess of $200,000 in each of the two most recent years or joint income with that Person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

_____ (xiv) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of making an investment in the Company whose purchase of the Shares and Conversion Shares offered is directed by a sophisticated Person as described in Rule 506(b)(2)(ii) of Regulation D; or

_____ (xv) an entity in which all of the equity owners are Accredited Investors.

4.7. No General Advertisement . Investor did not learn of the investment in the Shares and Conversion Shares as a result of any public advertisement, article, notice or other communication regarding the Shares and Conversion Shares published in any newspaper, magazine or similar media or broadcast over television, radio or internet or presented at any seminar or other general advertisement. Rather, Investor learned of the investment in the Shares and Conversion Shares through its prior contact with the Company, its agents and/or its affiliates.

5. Conditions to Closing .

5.1. Conditions to the Investor’s Obligations . The obligation of Investor to purchase the Shares and Conversion Shares at the Closing is subject to the fulfillment to Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by Investor:

(i) The representations and warranties made by the Company in Section 3 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

(ii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the Conversion Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect.

(iii) The Company shall have duly adopted the Certificate of Designation, which shall have been filed with the Secretary of State of Nevada and become effective under the Nevada Revised Statutes on or prior to the Closing and which shall remain in full force and effect as of the Closing, and Investor shall have received a confirmation from the Secretary of State of Nevada certifying that the Certificate of Designation has been filed and is effective.

(iv) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(v) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock or the Shares.

5.2. Conditions to Obligations of the Company . The Company’s obligation to sell and issue the Shares and Conversion Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(i) The representations and warranties made by the Investor in Section 4 hereof (the “ Investor Representations ”), shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investor shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

(ii) The Investor shall have executed the signature page to this Agreement, and delivered the Purchase Price to the Company.

6. Covenants and Agreements of the Company .

6.1. Reservation of Common Stock for Conversion Shares . The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of providing for the conversion of the Shares, such number of shares of Common Stock as shall from time to time equal the number of shares sufficient to permit the conversion of the Shares issued pursuant to this Agreement in accordance with their respective terms.

6.2. Reports . The Company will furnish to the Investor and/or its assignees such information relating to the Company and any subsidiaries as from time to time may reasonably be requested by the Investor and/or its assignees; provided, however, that the Company shall not disclose material nonpublic information to the Investor, or to advisors to or representatives of the Investor, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

6.3. No Conflicting Agreements . The Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Investor under the Transaction Documents.

6.4. Compliance with Laws . The Company will comply in all material respects with all applicable laws, rules, regulations, orders and decrees of all governmental authorities.

7. Survival and Indemnification .

7.1. Survival . The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement.

7.2. Indemnification .

(i) By the Company . For a period of 12 months following the Closing, the Company agrees to indemnify and hold harmless Investor and its affiliates and their respective directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “ Losses ”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.

(ii) By the Investor . For a period of 12 months following the Closing, Investor agrees to indemnify and hold harmless the Company and its affiliates and their respective directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “ Losses ”) to which the Company may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of Investor under the Transaction Documents, and will reimburse the Company for all such amounts as they are incurred by the Company.

8. Miscellaneous .

8.1. Successors and Assigns . This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investor, as applicable, provided, however, that Investor may assign its rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring some or all of its Shares or Conversion Shares in a private transaction without the prior written consent of the Company, after notice duly given by Investor to the Company, provided, that no such assignment or obligation shall affect the obligations of Investor hereunder. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.2. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and transmitted via electronic transmission, which shall be deemed an original.

8.3. Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.4. Notices . Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party:

If to the Company:

Summer Energy Holdings, Inc.

800 Bering Drive, Suite 260

Houston, Texas 77057

Attention: Chief Executive Officer

With a copy to:

Kirton McConkie, P.C.

60 E. South Temple, Suite 1800

Salt Lake City, Utah 84111

Attention: Alexander N. Pearson, Esq.

If to the Investor:

to the addresses set forth on the signature page hereto.

8.5. Expenses . The parties hereto shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the party which does not prevail in such proceedings shall pay the reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings.

8.6. Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor.

8.7. Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

8.8. Entire Agreement . This Agreement, including the other Transaction Documents, constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

8.9. Further Assurances . The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

8.10. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by the Nevada Corporations Code (NRS Title 78) (the “ NRS ”) as to matters governed by the NRS, and as to all other matters by the internal laws of the State of Texas as applied to agreements entered into among Texas residents to be performed entirely within Texas, without regard to principles of conflicts of law. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Texas located in Harris County and the United States District Court located in Harris County, Texas for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER .

8.11. Company Acceptance . This Agreement is not binding on the Company unless and until the Company executes the signature page set forth below.

[signature page follows]

The undersigned has (have) executed this Series B Preferred Stock Purchase Agreement on this ____ day of _________ 2014.

The Investor :

___________________________________________

Signature

___________________________________________

Individual or Entity Name (and Title, if applicable)

___________________________________________

Address

___________________________________________

Federal Identification or Social Security No .

___________________________________________

State of Domicile/Organization/Incorporation

___________________________________________

Signature of Spouse/Partner (if applicable)

___________________________________________

Name

___________________________________________

Address

___________________________________________

Federal Identification or Social Security No.

Additional Information for Notice :

Facsimile : ________________________________

Email: ________________________________

Aggregate Purchase Price: $ ________________

Number of Shares: ________________________

Date: __________________________________

IN WITNESS WHEREOF, the Company has executed this Series B Preferred Purchase Agreement or caused its duly authorized officer to execute this Agreement as of the date set forth below.

The Company : SUMMER ENERGY HOLDINGS, INC.

By:

Name:

Title:

Date of Execution: __________________, 2014

001-35496	20-2722022
(Commission File Number)	(I.R.S. Employer Identification No.)

SUMMER ENERGY HOLDINGS, INC.

	By:	/ s/ Jaleea P. George
		Jaleea P. George
		Chief Financial Officer