REFERENCE 1.1 SUBSCRIPTION AGREEMENTSubscription Agreement • December 27th, 1999 • 1stopsale Com Holdings Inc
Exhibit 10.1 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement, dated September 28, 2001, between GLOBAL ENERGY & ENVIRONMENTAL RESEARCH, INC., a Florida corporation with offices at 15445 N. Nebraska Avenue, Lutz, Florida 33549 (hereinafter...Loan and Security Agreement • October 2nd, 2001 • 1stopsale Com Holdings Inc • Blank checks • Florida
Exhibit 10.22 LICENSE AGREEMENT This License Agreement is made on the 30th day of January, 2004, by Global Energy Group, Inc. a Delaware Corporation, whose principal place of business is 2346 Success Drive, Odessa, FL 33556 ("Licensor") and Global...License Agreement • April 14th, 2004 • Global Energy Group Inc • Refrigeration & service industry machinery • Oklahoma
Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, effective as of March 18, 2002 (the "Agreement"), by and between Global Energy Group, Inc., a Delaware corporation maintaining its business office at 2346 Success Drive, Odessa...Registration Rights Agreement • June 21st, 2002 • Global Energy Group Inc • Refrigeration & service industry machinery • Florida
CONSULTING AGREEMENT BY AND BETWEEN GLOBAL ENERGY GROUP, INC. AND RICHARD WILESConsulting Agreement • April 11th, 2002 • Global Energy Group Inc • Refrigeration & service industry machinery • Florida
ARTICLE I NEW LOANSInvestment Agreement • February 14th, 2003 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
EMPLOYMENT AGREEMENT BY AND BETWEEN GLOBAL ENERGY GROUP, INC. AND PETER TOOMEYEmployment Agreement • April 11th, 2002 • Global Energy Group Inc • Refrigeration & service industry machinery • Florida
WITNESSETH:Voting Trust Agreement • April 14th, 2004 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
ARTICLE 1Securities Exchange Agreement • October 2nd, 2001 • 1stopsale Com Holdings Inc • Blank checks • Delaware
RECITALSPledge and Escrow Agreement • August 29th, 2001 • 1stopsale Com Holdings Inc • Blank checks • New York
EXHIBIT 10.19 FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT This FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT (this "First Amendment") is made and entered into EFFECTIVE as of March 30, 2002, by and between THOMAS H. HEBERT ("Assignor"), an individual...Assignment and Agreement • April 14th, 2003 • Global Energy Group Inc • Refrigeration & service industry machinery • Florida
CAPITAL STOCK PURCHASE AGREEMENT Agreement dated as of August 6, 2001 between William Tay (the "Shareholder"), on the one hand, and Donald R. Mastropietro or his assigns ("Buyer") on the other hand. 1. The Acquisition 1.1 Purchase and Sale Subject to...Capital Stock Purchase Agreement • August 21st, 2001 • 1stopsale Com Holdings Inc • Blank checks • Florida
ARTICLE 1And Voting Agreement • April 11th, 2002 • Global Energy Group Inc • Refrigeration & service industry machinery • Florida
EMPLOYMENT AGREEMENT BY AND BETWEEN GLOBAL ENERGY GROUP, INC. AND JOHN R. BAILEYEmployment Agreement • April 17th, 2006 • Global Energy Group Inc • Refrigeration & service industry machinery • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2005 (the “Effective Date”), by and between GLOBAL ENERGY GROUP, INC., a Delaware corporation (“Global”), and John R. Bailey (“Employee”).
RECITALSTrda Funding Agreement • June 21st, 2002 • Global Energy Group Inc • Refrigeration & service industry machinery • Florida
ARTICLE I SERIES B PURCHASESSeries B Purchase Agreement • April 14th, 2004 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
Exhibit 10.21 DISTRIBUTION AGREEMENT This Distribution Agreement (this "Agreement") is made on the 30th day of January, 2004, by and between Global Energy Group, Inc. ("Global Energy") a Delaware Corporation having its principal place of business at...Distribution Agreement • April 14th, 2004 • Global Energy Group Inc • Refrigeration & service industry machinery
EXHIBIT 10.21 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER...Global Energy Group Inc • January 7th, 2004 • Refrigeration & service industry machinery • Delaware
Registration Rights AgreementRegistration Rights Agreement • August 25th, 2005 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 1, 2005, among GLOBAL ENERGY GROUP, INC., a Delaware corporation (the “Company”), CND, L.L.C., a Oklahoma limited liability company (“CND”); RECAP GROUP, L.L.C., a Texas limited liability company (“Recap”); CAZATUR GROUP, L.L.C., a Texas limited liability company (“Cazatur”); ALLEN WHEELER, an individual (“Wheeler”); ROBERT J. SMITH, an individual (“Smith”); and QUEST CAPITAL ALLIANCE, L.L.C., a Missouri limited liability company (“Quest”) (CND, Recap, Cazatur, Wheeler, Quest, Smith are collectively, the “GEDG Group”); PETER E. TOOMEY, an individual (“Toomey”), and JOSEPH H. RICHARDSON, an individual (“Richardson”).
AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN GLOBAL ENERGY GROUP, INC. AND THOMAS HEBERTEmployment Agreement • June 27th, 2005 • Global Energy Group Inc • Refrigeration & service industry machinery
THIS AMENDMENT (the “Amendment”) to the EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered in to as of January 1, 2005 (the “Effective Date”), by and between GLOBAL ENERGY GROUP, INC., a Delaware corporation (“Global”) and Thomas Hebert (“Employee”).
ARTICLE II COMPANY REPRESENTATIONS AND WARRANTIESSeries a Purchase Agreement • April 14th, 2004 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
EXHIBIT 10.20 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN...Global Energy Group Inc • January 7th, 2004 • Refrigeration & service industry machinery
Exhibit 4.9 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER...Global Energy Group Inc • April 14th, 2004 • Refrigeration & service industry machinery • Delaware
VOTING TRUST AGREEMENT (Series B Preferred)Voting Trust Agreement • August 25th, 2005 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2005, by and among GLOBAL ENERGY GROUP, Inc., a Delaware corporation (the “Corporation”); GLOBAL ENERGY ACQUISITION GROUP, L.L.C., an Oklahoma limited liability company (“GEAG”), RECAP GROUP, L.L.C., a Texas limited liability company (“Recap”), CAZATUR GROUP, L.L.C., a Texas limited liability company, (“Cazatur”), ALLEN WHEELER, an individual (“Wheeler”) (“GEAG, Recap, Cazatur and Wheeler are collectively, the “Series B Holders”); and CND, L.L.C., an Oklahoma limited liability company, as trustee (together with any successor-in-interest, the “Trustee”), to be effective as of the date set forth in paragraph 4 of this Agreement.
EMPLOYMENT AGREEMENT BY AND BETWEEN GLOBAL ENERGY GROUP, INC. AND GUY FRANKENFIELDEmployment Agreement by And • May 14th, 2004 • Global Energy Group Inc • Refrigeration & service industry machinery • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2004 (the “Effective Date”), by and between GLOBAL ENERGY GROUP, INC., a Delaware corporation (“Global”), and Guy Frankenfield (“Employee”).
PURCHASE AGREEMENTPurchase Agreement • April 17th, 2006 • Global Energy Group Inc • Refrigeration & service industry machinery • Oklahoma
This Purchase Agreement (“Agreement”) is dated as of the 8th day of November, 2005 between Global Energy Group, Inc., a Delaware corporation (“Company”) and Bear Hug, L.L.C., a Texas limited liability company and CND, L.L.C., an Oklahoma limited liability company (the “Sellers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 23rd, 2005 • Global Energy Group Inc • Refrigeration & service industry machinery
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made this 1st day of July 2005, by and among GLOBAL ENERGY GROUP, INC., a Delaware corporation (“GEG”); GLOBAL ENERGY DISTRIBUTION GROUP, L.L.C., a Texas limited liability company (“GEDG”); CND, L.L.C., an Oklahoma limited liability company (“CND”), RECAP GROUP, L.L.C., a Texas limited liability company (“Recap”), CAZATUR GROUP, L.L.C., a Texas limited liability company, (“Cazatur”), ALLEN WHEELER, an individual (“Wheeler”), ROBERT J. SMITH, an individual (“Smith”), and QUEST CAPITAL ALLIANCE, L.L.C., a Missouri limited liability company (“Quest”) (CND, Recap, Cazatur, Wheeler, Smith, and Quest are individually, a “GEDG Member” and collectively, the “GEDG Members”).
Manager shall designate Carlos Coe to serve as the primary oversight executive coordinating all activities pertaining to the ongoing management and operation of the Company. The Manager may designate an alternative to Carlos Coe to serve in this...Turnaround Services Agreement • April 14th, 2004 • Global Energy Group Inc • Refrigeration & service industry machinery • Texas
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 23rd, 2004 • Global Energy Group Inc • Refrigeration & service industry machinery
A special Severance Package will be made available to you by Global Energy Group, Inc. (referred to herein as the “Company”) in connection with the separation of your employment with the Company effective May 17, 2004, provided you agree to the terms of this Agreement and General Release.
Global Energy Acquisition Group, L.L.C. 5000 Legacy Drive Suite 470 Plano, Texas 75024Global Energy Group Inc • August 25th, 2005 • Refrigeration & service industry machinery
Global Energy Acquisition Group, L.L.C. (“GEAG”) hereby resigns as Trustee of the Voting Trust Agreement, dated January 30, 2004 by and among Global Energy Group, Inc. (“GEG”), GEAG, Quest Capital Alliance, L.L.C. (“Quest”) , Robert J. Smith (“Smith”) , Joseph H. Richardson, and Peter E. Toomey (the “Trust”). This resignation is effective as of the Closing (as defined therein) of the Securities Purchase Agreement, dated effective July 1, 2005, by and among GEG, CND, L.L.C., Global Energy Distribution Group, L.L.C., Recap Group, L.L.C., Cazatur Group, L.L.C., Allen Wheeler, Smith and Quest. This letter of resignation is provided to CND, as the newly appointed Trustee of the Trust.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2006 • Global Energy Group Inc • Refrigeration & service industry machinery • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of December ___, 2005, by and between Global Energy Group, Inc., a Delaware corporation (the “Company”) and John R. Bailey (the “Indemnitee”).
SECOND AMENDMENT TO ASSIGNMENT AND AGREEMENTAssignment and Agreement • August 22nd, 2006 • Global Energy Group Inc • Refrigeration & service industry machinery
This SECOND AMENDMENT TO ASSIGNMENT AND AGREEMENT (this “Second Amendment”) is made and entered into EFFECTIVE as of June 20, 2006 by and between THOMAS H. HEBERT (“Assignor”), an individual residing in Lutz, Florida and GLOBAL ENERGY GROUP, INC. (“Assignee”), a Delaware corporation.
Exhibit 4.10 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER...Global Energy Group Inc • April 14th, 2004 • Refrigeration & service industry machinery • Delaware
ASSIGNMENT AND AGREEMENTAssignment and Agreement • June 9th, 2005 • Global Energy Group Inc • Refrigeration & service industry machinery • Florida
This is an Assignment and Agreement, dated this 19th day of August 2002, by and between Thomas H. Hebert of 1340 Eastwood Drive, Lutz, Florida 33549 (hereinafter “Assignor) and Global Energy Group, Inc., a State of Florida corporation, having its mailing address at 2346 Success Drive, Odessa, Florida 33556 (hereinafter “Assignee”).
Exhibit 2.2 AMENDMENT TO SECURITIES EXCHANGE AGREEMENT Amendment dated as of September 28, 2001 to the Securities Exchange Agreement dated September 17, 2001 (the "Original Agreement") by and between 1STOPSALE.COM HOLDINGS, INC., a Delaware...Securities Exchange Agreement • October 2nd, 2001 • 1stopsale Com Holdings Inc • Blank checks
