SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2007, by and among Buckeye Ventures, Inc., a Michigan corporation, with headquarters located at 4455 Lamont Street, Suite 3, San Diego, CA 92109 (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2007, by and among BUCKEYE VENTURES, INC., a Michigan corporation, with its principal office located at 4455 Lamont Street, Suite 3, San Diego, CA 92109 (the “Company”), and the undersigned investors (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of June 29, 2007, by and between BUKEYE VENTURES, INC., (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
ESCROW AGREEMENTEscrow Agreement • February 14th, 2008 • Buckeye Ventures, Inc. • Construction - special trade contractors • Florida
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2007 among BUCKEYE VENTURES, INC., a Michigan corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and JAMES G. DODRILL II, P.A., as Escrow Agent hereunder (the "Escrow Agent").
WARRANTWarrant • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Michigan
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES 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 APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.
BUCKEYE VENTURES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2008 • Energy King, Inc. • Construction - special trade contractors • California
This Employment Agreement (the “Agreement”) is entered into as of the 1st day of January, 2008 (the “Effective Date”), by and between Henry S. Leonard, hereinafter referred to as the “Employee” and Buckeye Ventures, Inc. (hereinafter referred to as the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2008 • Energy King, Inc. • Construction - special trade contractors • California
This Employment Agreement dated as of February , 2008 (this "Agreement") is entered into by and between Gallagher's Heating & Air Conditioning, Inc., a California corporation (the "Employer"), and Timothy E. Gallagher (the "Employee").
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2006 • Buckeye Ventures, Inc. • Construction - special trade contractors • California
This Employment Agreement dated as of September 28, 2006 (this “Agreement”) is entered into by and between Energy King, Inc., a California corporation (the “Employer”), and Alan Hardwick (the “Employee”).
PROMISSORY NOTE SECURED BY PLEDGE AGREEMENTBuckeye Ventures, Inc. • November 20th, 2006 • Construction - special trade contractors • California
BUCKEYE VENTURES, INC., a Michigan corporation (the “Company”), for value received, hereby promises to pay Varin Larson and Deanna Larson (the “Holder”) the principal amount of Two Million Nine Hundred Twenty-Five Thousand Dollars ($2,925,000), together with accrued interest thereon at the rate of 5.00% per annum (computed on the basis of a 365-day year) from the date hereof. Interest shall be payable monthly in arrears on the first day of each month commencing on October 1, 2006; provided, however, that any interest accruing on the unconverted Convertible Portion (as defined below) shall not be required to be paid until the Maturity Date (as defined below) and may be paid in shares of Common Stock (as defined below) valued at their then fair market value as determined by the Company in good faith. The principal amount hereof and all accrued and unpaid interest shall be due and payable on September 30, 2008 or, if extended as provided in the Merger Agreement (as defined below) Septembe
BUCKEYE VENTURES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2008 • Buckeye Ventures, Inc. • Construction - special trade contractors • California
This Employment Agreement ("Agreement") is made as of February 10, 2006 by and between Buckeye Ventures, Inc. (the "Company"), a Nevada corporation, and Larry Weinstein ("Employee"). Upon the closing of the Share Exchange Agreement between the Company and World Wide Motion Pictures Corporation (“World Wide“) this agreement will continue in force between Employee and World Wide.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 2008 • Energy King, Inc. • Construction - special trade contractors • California
This Agreement and Plan of Merger is made as of February 29, 2008, by and among Buckeye Ventures, Inc., a Nevada corporation (“Buckeye”), GHA Acquisition Corp., a Delaware corporation (the “Acquisition Sub”), Gallagher’s Heating & Air Conditioning, Inc., a California corporation (the “Company”), and Timothy E. Gallagher (the “Stockholder”).
PLEDGE AGREEMENTPledge Agreement • November 12th, 2008 • Energy King, Inc. • Construction - special trade contractors • California
This Pledge Agreement dated as of September 28, 2006, is made and entered into by and among Buckeye Ventures, Inc., a Michigan corporation ("Pledgor"), and Alan Hardwick, Varin Larson and Deanna Larson (collectively, the "Lenders"), and Varin Larson, as the agent for the Lenders (the "Agent").
WORLD WIDE MOTION PICTURES CORPORATION EXECUTIVE'S EMPLOYMENT CONTRACTAgreement • February 14th, 2008 • Buckeye Ventures, Inc. • Construction - special trade contractors • California
AGREEMENT mode this 20th day of October, 1983 by and between WORLD WIDE MOTION PICTURES CORPORATION (hereinafter referred to as "Employer") and PAUL D. HANCOCK (hereinafter referred to as "Chief Executive").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 20th, 2011 • Energy King, Inc. • Construction - special trade contractors • California
THIS STOCK PURCHASE AGREEMENT, (the "Agreement") is entered into and effective this July 14, 2011, and supersedes any and all other agreements whether in writing or orally communicated, by and among Energy King, Inc. a Nevada Corporation, located at Irvine, Ca. 92618, , (hereinafter collectively referred to as "PURCHASER"), and Venue Media a California Limited Liability Corporation, located at 26060 Acero Mission Viejo, Ca. 92691, (hereinafter referred to as the "SELLER" or the “Company”);
COMMERCIAL LEASECommercial Lease • February 14th, 2008 • Buckeye Ventures, Inc. • Construction - special trade contractors
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 16th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • California
This Asset Purchase Agreement (this “Agreement”) dated as of January 2, 2007 is among Energy King, Inc., a California corporation (the "Buyer"), Barnett Plumbing, Inc., a California corporation also doing business as Barnett Heating and Air (the "Seller"), and Robert E. Barnett and Sherry E. Barnett (collectively, the "Stockholders"; the Seller and the Stockholders are sometimes collectively referred to as the “Seller Parties”).
LEASELease • February 14th, 2008 • Buckeye Ventures, Inc. • Construction - special trade contractors • California
This Lease (this "Lease"), made as of January 2, 2007 between Harold Barnett (the "Landlord") and Energy King, Inc., a California corporation ("Tenant").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 11th, 2008 • Energy King, Inc. • Construction - special trade contractors • Tennessee
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into this 1st day of December, 2008, by and between AMERICAN RESIDENTIAL SERVICES, L.L.C., a Delaware limited liability company (“BUYER”), and ENERGY KING, INC. d/b/a HEATING & AIR CONDITIONING SERVICES, INC., a Massachusetts corporation (“SELLER”), ALAN MINTZ, a shareholder of SELLER (“OWNER”) and JEFF HULTMAN (“HULTMAN”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2008 • Buckeye Ventures, Inc. • Construction - special trade contractors • Massachusetts
This Employment Agreement dated as of September , 2005 (this "Agreement") is entered into by and between Buckeye Ventures, Inc. ("BVI"), a Nevada corporation, and James Papasodero (the "Employee").
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 6th, 2007 • Buckeye Ventures, Inc. • Construction - special trade contractors • Nevada
This Agreement and Plan of Merger (the “Agreement”) is made and entered into this 3rd day of August 2007, by and between Buckeye Ventures, Inc., a Michigan corporation (the “Michigan Company”) and Buckeye Ventures, Inc., a Nevada corporation (the “Nevada Company”) (the Michigan Company and the Nevada Company are sometimes referred to herein individually as a “Merging Company” and, collectively, as the “Merging Companies”).
BUCKEYE VENTURES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2008 • Energy King, Inc. • Construction - special trade contractors • California
This Employment Agreement (the “Agreement”) is entered into as of the 1st day of January, 2008 (the “Effective Date”), by and between Stephan Kurz, hereinafter referred to as the “Employee” and Buckeye Ventures, Inc. (hereinafter referred to as the “Company”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • April 29th, 2008 • Energy King, Inc. • Construction - special trade contractors
THIS MEMORANDUM OF UNDERSTANDING (this “Memorandum”) is entered into as of April 29, 2008 and memorializes the parties’ understanding regarding that certain Securities Purchase Agreement entered into as of June 29, 2007, as amended (the “Purchase Agreement”), by and between Energy King, Inc., formerly Buckeye Ventures, Inc. (the “Company”), and Trafalgar Capital Specialized Investment Fund, Luxembourg (the “Buyer”) and the Transaction Documents as defined in the Purchase Agreement.
IRREVOCABLE TRANSFER AGENT INSTRUCTIONSSecurities Purchase Agreement • February 14th, 2008 • Buckeye Ventures, Inc. • Construction - special trade contractors
PURCHASE AGREEMENTPurchase Agreement • July 25th, 2008 • Energy King, Inc. • Construction - special trade contractors
THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 1st day of July, 2008, by and among Energy King, Inc., formerly known as Buckeye Ventures, Inc., a Nevada corporation (hereinafter referred to as "ENERGY KING"), World Wide Motion Pictures Corporation., a Michigan corporation (hereinafter referred to as "WWMPC"), and Christopher Corporation, a Michigan corporation (hereinafter referred to as the "PURCHASER").
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2008 • Energy King, Inc. • Construction - special trade contractors • California
STOCK PURCHASE AGREEMEN, AS AMENDEDStock Purchase Agreement • July 26th, 2011 • Energy King, Inc. • Construction - special trade contractors • California
THIS STOCK PURCHASE AGREEMENT, as amended (the "Agreement"), entered into and effective this July 14, 2011, is by and among Energy King, Inc. a Nevada corporation, located at Irvine, CA 92618 ("Energy King" or the “Purchaser”), Venue Media, a California limited liability corporation, located at 26060 Acero Mission Viejo, Ca. 92691 (“Venue Media”) and Michael Cummings, sole member of Venue Media (the "Seller");
