Telco Technology Inc Sample Contracts

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RECITALS:
Stock Pledge Agreement • October 24th, 2005 • Greenshift Corp • New Jersey
BACKGROUND
License Agreement • August 12th, 2005 • Greenshift Corp
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 5th, 2007 • Greenshift Corp • Investors, nec • New York
RECITALS:
Stock Pledge Agreement • February 7th, 2006 • Greenshift Corp • New Jersey
SECURITY AGREEMENT (in favor of YA Global Investments, L.P.)
Security Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 17, 2010, by and among (i) CARBONICS CAPITAL CORPORATION (the “Company”) and (ii) each subsidiary and affiliate of the Company listed on Schedule 1 attached hereto (the “Subsidiaries,” and jointly, severally, and collectively with the Company, the “Grantors”) in favor of YA GLOBAL INVESTMENTS, L.P. (“the “Secured Party”).

SECURITY AGREEMENT (in favor of New EarthShell Corporation)
Security Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”) is entered into as of August 17, 2010, by and among (i) Carbonics Capital Corporation, a Delaware corporation (“Carbonics” or the “Issuer”), (ii) Westport Energy Acquisition Inc., a Delaware corporation (“Acquisition Sub”), (iii) Westport Energy, LLC, a Delaware limited liability company (“Westport”; and together with Carbonics and Acquisition Sub, collectively, the “Companies”), and (iv) any subsidiary and affiliate of the Companies listed on Schedule 1 attached hereto either now or joined in the future (the “Subsidiaries”; and jointly, severally, and collectively with the Companies, the “Grantors”) in favor of New EarthShell Corporation, a Delaware corporation (the “Secured Party”).

GUARANTY AGREEMENT (in favor of New EarthShell Corporation)
Guaranty Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey

This GUARANTY AGREEMENT dated as of August 17, 2010 (the “Guaranty”), is given by (i) Westport Energy Acquisition, Inc., a Delaware corporation (“Acquisition Sub”), (ii) Westport Energy, LLC, a Delaware limited liability company (“Westport” and together with Acquisition Sub, collectively, the “Companies”), and (iii) each subsidiary and affiliate of the Companies now listed on Schedule 1 attached hereto or hereinafter joined to this Guaranty (the “Subsidiaries,” collectively with the Companies, the “Guarantors”) in favor of New EarthShell Corporation (the “Secured Party”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Security Agreement (as defined below).

PLEDGE AND ESCROW AGREEMENT (in favor of New EarthShell Corporation)
Pledge and Escrow Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey

PLEDGE AND ESCROW AGREEMENT (the “Agreement”) dated as of August 17, 2010, by 4 Sea-Sons LLC a Delaware limited liability company (the “Preferred Shareholder”), Westport Energy Acquisition Inc., a Delaware corporation (the “Acquisition Sub”), Carbonics Capital Corporation, a Delaware corporation (the “Parent”) and each subsidiary, direct and indirect, of the Parent or Acquisition Sub listed on Schedule I attached hereto or joined to this agreement in the future (the “Subsidiary Pledgors,” collectively with the Preferred Shareholder, Parent and Acquisition Sub, the “Pledgors”) in favor of New EarthShell Corporation (the “Pledgee”).

ROYALTY AGREEMENT
Royalty Agreement • May 20th, 2015 • Westport Energy Holdings Inc. • Industrial organic chemicals • New Jersey

THIS ROYALTY AGREEMENT (this “Royalty Agreement”), made and entered into as of February 5, 2014 (the “Execution Date”), is by and between WESTPORT ENERGY LLC, a Delaware limited liability company (the “Westport”) and YA GLOBAL INVESTMENTS, L.P. (the “Holder”). Collectively, Westport and the Holder are referred to as the “Parties.”

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LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG NEW EARTHSHELL CORPORATION, AS SELLER, WESTPORT ENERGY, LLC, WESTPORT ENERGY ACQUISITION, INC., AS BUYER, AND CARBONICS CAPITAL CORPORATION
LLC Membership Interest Purchase Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New York

This LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of this 17th day of August, 2010 is entered into by and among WESTPORT ENERGY ACQUISITION, INC., a Delaware corporation with a principal address at One Penn Plaza, Suite 1612, New York, NY 10119 (“Buyer”), CARBONICS CAPITAL CORPORATION, a Delaware corporation with a principal address at One Penn Plaza, Suite 1612, New York, NY 10119 and the sole shareholder of Buyer (“Carbonics”), NEW EARTHSHELL CORPORATION, a Delaware corporation with a principal address at 101 Hudson Street, Suite 3700, Jersey City, NJ 07302 (“Seller”), and WESTPORT ENERGY, LLC, a Delaware limited liability company with a principal address at 101 Hudson Street, Suite 3700, Jersey City, NJ 07302 (“Westport”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 10th, 2011 • Carbonics Capital Corp • Industrial organic chemicals • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 17, 2010, by and among CARBONICS CAPITAL CORPORATION, a Delaware corporation (the “Company”), YA Global Investments, L.P. (the “Buyer” or collectively “Buyers”).

Contract
This Agreement • May 18th, 2015 • Westport Energy Holdings Inc. • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated December 17, 2013 is entered into by and between WESTPORT ENERGY HOLDINGS INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Contract
This Agreement • May 18th, 2015 • Westport Energy Holdings Inc. • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated April 24, 2013 is entered into by and between WESTPORT ENERGY HOLDINGS INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Contract
Securities Purchase Agreement • June 2nd, 2011 • Carbonics Capital Corp • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated May 26, 2011 is entered into by and between CARBONICS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Contract
This Agreement • August 20th, 2012 • Carbonics Capital Corp • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated August 13, 2012 is entered into by and between CARBONICS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Contract
This Agreement • March 1st, 2013 • Westport Energy Holdings Inc. • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated February 12, 2013 is entered into by and between WESTPORT ENERGY HOLDINGS INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Contract
This Agreement • January 29th, 2013 • Westport Energy Holdings Inc. • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated January 15, 2013 is entered into by and between WESTPORT ENERGY HOLDINGS INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Contract
This Agreement • November 21st, 2012 • Carbonics Capital Corp • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated October 1, 2012 is entered into by and between CARBONICS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Contract
This Agreement • May 18th, 2015 • Westport Energy Holdings Inc. • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated March 21, 2013 is entered into by and between WESTPORT ENERGY HOLDINGS INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Contract
This Agreement • September 4th, 2012 • Carbonics Capital Corp • Industrial organic chemicals

THIS AGREEMENT (this “Agreement”), dated August 29, 2012 is entered into by and between CARBONICS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).

Extension Agreement Reference is hereby made to the Financial and Management Consulting Agreement dated as of January 1, 1999 by and between Donalson Capital Corporation and Telco- Technology, Inc. (the "Agreement"). Notwithstanding anything to the...
Extension Agreement • March 21st, 2003 • Telco Technology Inc • Blank checks

Reference is hereby made to the Financial and Management Consulting Agreement dated as of January 1, 1999 by and between Donalson Capital Corporation and Telco- Technology, Inc. (the "Agreement").

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