Organic Soils Com Inc Sample Contracts

AlumiFuel Power Corp – Signing of Letter of Intent (October 22nd, 2018)

MONTREAL, QUEBEC, OCTOBER 22, 2018 -- Alumifuel Power Corporation (OTC MARKETS: AFPW) announced on July 31, 2018 that it appointed Pedro Villagran-Garcia, as its new President-CEO and sole Director. Alumifuel Power Corporation -Dinatrum- would like to communicate to its shareholders and the public that it has signed a Letter of Intent with Pedro Villagran Ochoa, Chairman of the Board of Bahia Finisterra, S.A. de C.V. holder of a substantial land reserve in various very attractive destinations, allowing our company to leverage and be able to make other acquisitions in strategical locations where we have potential for growth to enhance shareholder value.

AlumiFuel Power Corp – CONVERTIBLE PROMISSORY NOTE (February 24th, 2017)

This Note carries an original issue discount of $9,825.00 (the “OID”). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $5,000.00 (the “Transactional Expense Amount”) to the Holder or the Holder’s designee, to cover the Holder’s accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase and sale of the Note, as well as $500.00 (the “Legal Fee”) to Holder’s attorney, to cover Holder’s legal review fees in connection with the purchase and sale of the Note, all of which are included in the initial principal balance of this Note. Thus, the purchase price of this Note shall be $65,500.00, computed as follows: $75,325.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $60,000.00, computed as follows: the purchase price of $65,500.00, le

AlumiFuel Power Corp – CONVERTIBLE PROMISSORY NOTE (February 24th, 2017)

This Note carries an original issue discount of $5,025.00 (the “OID”). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $3,000.00 (the “Transactional Expense Amount”) to the Holder or the Holder’s designee, to cover the Holder’s accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase and sale of the Note, as well as $500.00 (the “Legal Fee”) to Holder’s attorney, to cover Holder’s legal review fees in connection with the purchase and sale of the Note, all of which are included in the initial principal balance of this Note. Thus, the purchase price of this Note shall be $33,500.00, computed as follows: $38,525.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $30,000.00, computed as follows: the purchase price of $33,500.00, le

AlumiFuel Power Corp – CONVERTIBLE PROMISSORY NOTE (February 7th, 2017)

This Note carries an original issue discount of $9,825.00 (the “OID”). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $5,000.00 (the “Transactional Expense Amount”) to the Holder or the Holder’s designee, to cover the Holder’s accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase and sale of the Note, as well as $500.00 (the “Legal Fee”) to Holder’s attorney, to cover Holder’s legal review fees in connection with the purchase and sale of the Note, all of which are included in the initial principal balance of this Note. Thus, the purchase price of this Note shall be $65,500.00, computed as follows: $75,325.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $60,000.00, computed as follows: the purchase price of $65,500.00, le

AlumiFuel Power Corp – CONVERTIBLE PROMISSORY NOTE (September 14th, 2016)

This Note carries an original issue discount of $23,325.00 (the “OID”). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $5,000.00 (the “Transactional Expense Amount”) to the Holder or the Holder’s designee, to cover the Holder’s accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase and sale of the Note, as well as $500.00 (the “Legal Fee”) to Holder’s attorney, to cover Holder’s legal review fees in connection with the purchase and sale of the Note, all of which are included in the initial principal balance of this Note. Thus, the purchase price of this Note shall be $155,500.00, computed as follows: $178,825.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $150,000.00, computed as follows: the purchase price of $155,500.0

AlumiFuel Power Corp – AGREEMENT FOR PURCHASE AND SALE OF ASSETS (September 14th, 2016)

THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (THE “AGREEMENT”), DATED EFFECTIVE AS OF SEPTEMBER 10, 2016 (THE “EFFECTIVE DATE”), IS BY AND AMONG LABOR SMART INC, A NEVADA CORPORATION WHOSE MAILING ADDRESS IS 3851 OAKVIEW DRIVE, POWDER SPRINGS, GEORGIA 30127 (“SELLER”) AND ENERGY STAFFING SOLUTIONS, INC., A COLORADO CORPORATION, WHOSE MAILING ADDRESS 7315 EAST PEAKVIEW AVENUE, CENTENNIAL, COLORADO 80111, OR ITS ASSIGNS (“BUYER”).

AlumiFuel Power Corp – ALUMIFUEL POWER CORPORATION CERTIFICATE OF DESIGNATION OF SERIES D CONVERTIBLE PREFERRED STOCK (September 14th, 2016)

The Undersigned, on behalf of AlumiFuel Power Corporation, a Wyoming corporation (the “Corporation”), hereby certifies that the following resolutions were adopted by the Corporation’s board of directors (the “Board”), effective as of September 6, 2016, pursuant to the authority conferred upon the Board by the Corporation’s certificate of incorporation, as amended, and in accordance with the Wyoming Business Corporation Act:

AlumiFuel Power Corp – AGREEMENT FOR PURCHASE AND SALE OF ASSETS (August 22nd, 2016)

This Agreement for Purchase and Sale of Assets (the "Agreement"), dated effective as of August 20, 2016 (the "Effective Date"), is by and among LABOR SMART INC, a Nevada corporation whose mailing address is 3851 Oakview Drive, Powder Springs, Georgia 30127 ("Seller") and Energy Staffing Solutions, Inc., a Colorado Corporation, whose mailing address 7315 East Peakview Avenue, Centennial, Colorado 80111, or its assigns ("Buyer").

AlumiFuel Power Corp – CONVERTIBLE PROMISSORY NOTE (August 22nd, 2016)

This Note carries an original issue discount of $30,975.00 (the "OID"). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $6,000.00 (the "Transactional Expense Amount") to the Holder or the Holder's designee, to cover the Holder's accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase and sale of the Note, as well as $500.00 (the "Legal Fee") to Holder's attorney, to cover Holder's legal review fees in connection with the purchase and sale of the Note, all of which are included in the initial principal balance of this Note. Thus, the purchase price of this Note shall be $206,500.00, computed as follows: $237,475.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $200,000.00, computed as follows: the purchase price of $206,500.0

AlumiFuel Power Corp – ALUMIFUEL POWER CORPORATION CERTIFICATE OF DESIGNATION OF SERIES C CONVERTIBLE PREFERRED STOCK (August 22nd, 2016)

The Undersigned, on behalf of AlumiFuel Power Corporation, a Wyoming corporation (the "Corporation"), hereby certifies that the following resolutions were adopted by the Corporation's board of directors (the "Board"), effective as of August 16, 2016, pursuant to the authority conferred upon the Board by the Corporation's certificate of incorporation, as amended, and in accordance with the Wyoming Business Corporation Act:

AlumiFuel Power Corp – PROMISSORY NOTE (August 17th, 2016)

This note may be converted to common stock of AlumiFuel Power Corporation ("AFPW") at market price on the date of conversion, provided, however, that at no time shall the Borrower be permitted to convert that number of shares which would result in beneficial ownership by the Borrower and/or its affiliates of greater than 4.99% of the outstanding shares of common stock at the time of any conversion.

AlumiFuel Power Corp – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF (September 25th, 2014)

The undersigned, Henry Fong, being the President and a director of AlumiFuel Power Corporation, a Wyoming corporation (the “Corporation”), hereby certifies that, pursuant to the provisions of W.S. Sections 17-16-1006 and 17-16-1007 of the Wyoming Business Corporation Act (the “Act”), the Board of Directors of the Corporation, by duly authorized written consent, and the stockholders of the Corporation, by duly authorized a written consent, adopted a resolution to amend and restate the Corporation’s Articles of the Incorporation in their entirety as follows, and that:

AlumiFuel Power Corp – ARTICLES OF DOMESTICATION OF ALUMIFUEL POWER CORPORATION (September 12th, 2014)
AlumiFuel Power Corp – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ALUMIFUEL POWER CORPORATION (January 31st, 2014)

Pursuant to NRS 78.403 of the Nevada Business Corporations Act, Organic Soils.com, Inc., (the “Corporation”) adopts the following Amendment and Restatement of its Articles of Incorporation by stating the following:

AlumiFuel Power Corp – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ALUMIFUEL POWER CORPORATION (October 18th, 2013)

Pursuant to NRS 78.403 of the Nevada Business Corporations Act, Organic Soils.com, Inc., (the “Corporation”) adopts the following Amendment and Restatement of its Articles of Incorporation by stating the following:

AlumiFuel Power Corp – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ALUMIFUEL POWER CORPORATION (December 13th, 2011)

Pursuant to NRS 78.403 of the Nevada Business Corporations Act, Organic Soils.com, Inc., (the “Corporation”) adopts the following Amendment and Restatement of its Articles of Incorporation by stating the following:

AlumiFuel Power Corp – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ALUMIFUEL POWER CORPORATION (August 30th, 2011)

Pursuant to NRS 78.403 of the Nevada Business Corporations Act, Organic Soils.com, Inc., (the “Corporation”) adopts the following Amendment and Restatement of its Articles of Incorporation by stating the following:

AlumiFuel Power Corp – LICENSE AGREEMENT (May 24th, 2010)

This License Agreement is made and entered into as of the 26th day of March, 2010, by and among AlumiFuel Power Corporation (“AFPW”) a Nevada Corporation located and doing business at 7315 E Peakview Avenue, Centennial, CO 80111, AlumiFuel Power, Inc. ("API") a Colorado corporation located and doing business at 3711 Market Street, Suite 950, Philadelphia, PA 19104, (hereinafter “LICENSORS”), and AlumiFuel Power International, Inc., a Colorado corporation located and doing business at 7315 E Peakview Avenue, Centennial, CO 80111 (hereinafter “LICENSEE”).

Inhibiton Therapeutics, Inc. – SECURITIES PURCHASE AGREEMENT (September 21st, 2009)

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2009, is entered into by and among AlumiFuel Power Corporation (formerly known as Inhibiton Therapeutics, Inc.) (the “Company”), a Nevada corporation, having its address at 7315 East Peakview Avenue, Centennial, CO  80111, and each entity named on the signature page hereto as a buyer and the permitted assigns of such entity (each, a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer under this Agreement and the Transaction Documents (as defined below).

Inhibiton Therapeutics, Inc. – HPI PARTNERS, LLC AND SUBSIDIARY Financial Statements December 31, 2008 and 2007 (July 14th, 2009)
Inhibiton Therapeutics, Inc. – HPI PARTNERS, LLC AND SUBSIDIARY Financial Statements March 31, 2009 (July 14th, 2009)
Inhibiton Therapeutics, Inc. – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INHIBITON THERAPEUTICS, INC. (June 3rd, 2009)

Pursuant to NRS 78.403 of the Nevada Business Corporations Act, Inhibiton Therapeutics, Inc., (the “Corporation”) adopts the following Amendment and Restatement of its Articles of Incorporation by stating the following:

Inhibiton Therapeutics, Inc. – WARRANT TO PURCHASE ________ SHARES OF COMMON STOCK OF INHIBITON THERAPEUTICS, INC. (May 11th, 2009)

THIS CERTIFIES THAT, for good and valuable consideration, __________(the “Holder”), or its registered assigns, is entitled to subscribe for and purchase from Inhibiton Therapeutics, Inc., a Nevada corporation (the “Company”), at any time after the date hereof up to and including 5:00 p.m. Centennial, Colorado time on March 4, 2012 (the “Expiration Date”), __________ (__________) fully paid and non-assessable shares of the Common Stock of the Company at the price of $0.12 per share (the “Warrant Exercise Price”), subject to the antidilution provisions of this Warrant.  The shares which may be acquired upon exercise of this Warrant are referred to herein as the “Warrant Shares.”  As used herein, the term “Holder” means the record holder of this Warrant identified above, any registered transferee of such holder, or any record holder or holders of the Warrant Shares issued upon exercise, whether in whole or in part, of the Warrant.  As used herein, the term “Common Stock” means and include

Inhibiton Therapeutics, Inc. – INHIBITON THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (May 11th, 2009)
Inhibiton Therapeutics, Inc. – AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG INHIBITON THERAPEUTICS, INC. AND HPI PARTNERS, LLC AND THE SECURITY HOLDERS OF HPI PARTNERS, LLC (May 11th, 2009)

THIS AGREEMENT (“Agreement”) is made this 4th day of March, 2009, by and between Inhibiton Therapeutics, Inc., a Nevada corporation (“Inhibiton”), HPI Partners, LLC, a Colorado limited liability company (“HPIP”), and the security holders of HPIP (the “HPIP Security Holders”) who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2, hereto.

Inhibiton Therapeutics, Inc. – INHIBITON THERAPEUTICS, INC. 2005 STOCK INCENTIVE PLAN (December 21st, 2007)
Inhibiton Therapeutics, Inc. – COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT Project Title: Radiation, Cell Cycle and Protein Kinase C (May 15th, 2007)

This Cooperative Research and Development Agreement (CRADA), takes effect as of the last dated signature, is entered into by and between Inhibetex Therapeutics, Inc., hereinafter referred to as IT, Inc., and the VA Medical Center, Tampa, FL, a laboratory of Department of Veterans Affairs, hereinafter referred to as VA.

Organic Soils Com Inc – AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (the "Agreement"), dated as of the 25th day of March, 2005, by and between Organic Soils.com, Inc., a Nevada corporation ("Organic"), and Inhibetex Therapeutics, Inc., a Colorado corporation ("Inhibetex"), and the shareholders of Inhibetex ("Shareholders"), with reference to the following: A. Organic is a Nevada corporation organized on January 19, 2000. Organic has authorized capital stock of 50,000,000 shares of common stock, $.001 par value ("Organic Common Stock"), of which 2,323,000 shares are issued and outsta (March 29th, 2005)
Organic Soils Com Inc – DISTRIBUTOR/MARKETING AGREEMENT This DISTRIBUTOR/MARKETING AGREEMENT ("Agreement") is made by and between APC Export, Inc. ("Company") and Organic Soils.Com, Inc. ("Distributor"), in consideration of the promises made herein and intending to be legally bound, agree as follows: ARTICLE 1. RECITALS Section 1.01. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with corporate power to own property and carry on its business as it is now being conducted. The Company has its principal office and place of business at 300 E. 54t (March 28th, 2002)
Organic Soils Com Inc – DISTRIBUTOR/MARKETING AGREEMENT This DISTRIBUTOR/MARKETING AGREEMENT ("Agreement") is made by and between APC Export, Inc. ("Company") and Organic Soils.Com, Inc. ("Distributor"), in consideration of the promises made herein and intending to be legally bound, agree as follows: ARTICLE 1. RECITALS Section 1.01. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with corporate power to own property and carry on its business as it is now being conducted. The Company has its principal office and place of business at 300 E. 54t (September 18th, 2001)
Organic Soils Com Inc – DISTRIBUTOR/MARKETING AGREEMENT This DISTRIBUTOR/MARKETING AGREEMENT ("Agreement") is made by and between APC Export, Inc. ("Company") and Organic Soils.Com, Inc. ("Distributor"), in consideration of the promises made herein and intending to be legally bound, agree as follows: ARTICLE 1. RECITALS Section 1.01. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with corporate power to own property and carry on its business as it is now being conducted. The Company has its principal office and place of business at 300 E. 54t (August 31st, 2001)
Organic Soils Com Inc – DISTRIBUTOR/MARKETING AGREEMENT This DISTRIBUTOR/MARKETING AGREEMENT ("Agreement") is made by and between APC Export, Inc. ("Company") and Organic Soils.Com, Inc. ("Distributor"), in consideration of the promises made herein and intending to be legally bound, agree as follows: ARTICLE 1. RECITALS Section 1.01. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with corporate power to own property and carry on its business as it is now being conducted. The Company has its principal office and place of business at 300 E. 54t (August 2nd, 2001)
Organic Soils Com Inc – DISTRIBUTOR/MARKETING AGREEMENT This DISTRIBUTOR/MARKETING AGREEMENT ("Agreement") is made by and between APC Export, Inc. ("Company") and Organic Soils.Com, Inc. ("Distributor"), in consideration of the promises made herein and intending to be legally bound, agree as follows: ARTICLE 1. RECITALS Section 1.01. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with corporate power to own property and carry on its business as it is now being conducted. The Company has its principal office and place of business at 300 E. 54t (June 4th, 2001)