LICENSE AGREEMENT THIS LICENSE AGREEMENT ("AGREEMENT") IS MADE AND EFFECTIVE AS OF APRIL 10, 2000 BY AND BETWEEN VITAMINERALHERB.COM CORP., A NEVADA CORPORATION ("GRANTOR"), AND ERIC BOEHNKE ("LICENSEE"), WITH REFERENCE TO THE FOLLOWING FACTS: 1....License Agreement • June 30th, 2000 • Dynamic Ventures Inc/Canada • Washington
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2007 • O2diesel Corp • Wholesale-groceries & related products • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 16, 2007, by and between O2DIESEL CORPORATION, a Delaware corporation, (the "Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
WITNESSETHEmployment Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • Washington
THIS SUPPORT AGREEMENT is made as of 17 June, 2003 BETWEEN: O2DIESEL CORPORATION, a corporation governed by the laws of the State of Washington (the "PURCHASER")Support Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • New York
LOAN AGREEMENTLoan Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • Washington
WAIVER AGREEMENTWaiver Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products
by and between AAE Holdings PLC, Unit 11 Bridge Road, Haywards Heath, West Sussex RH17 5AG, United KingdomCooperation Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products
WITNESSETHEmployment Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • Washington
SHARE SUBSCRIPTION AGREEMENT ---------------------------- TO: Dynamic Ventures Inc., a Washington corporation ADDRESS: 1820 Fulton Avenue West Vancouver, British Columbia V7V 1S9 Canada 1. Share Subscription. The undersigned ("Subscriber") hereby...Share Subscription Agreement • June 30th, 2000 • Dynamic Ventures Inc/Canada • Washington
MEMORANDUM OF UNDERSTANDING between BASF Aktiengesellschaft, Carl-Bosch-Str. 38, 67056 Ludwigshafen, Germany - hereinafter referred to as "BASF" -O2diesel Corp • November 19th, 2003 • Wholesale-groceries & related products
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • New York
ASSIGNOR: ASSIGNEE:Assignment of License Agreement • June 30th, 2000 • Dynamic Ventures Inc/Canada
FOR VALUE RECEIVED, Eric Boehnke ("Assignor"), for good and valuable consideration, does hereby sell, assign, and transfer to Dynamic Ventures Inc., a Washington corporation ("Assignee"), all of the rights, title and interest of Assignor and delegates to Assignee all of the duties of Assignor under that certain License Agreement dated April 10, 2000 by and between Assignor and Vitamineralherb.com Corp., a Nevada Corporation, a true copy of which is annexed hereto and made a part hereof.
WARRANTO2diesel Corp • March 31st, 2008 • Miscellaneous chemical products
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
RECITALSOption and Escrow Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • New York
THIS OPTION AND ESCROW AGREEMENT ("AGREEMENT") is made and entered into effective on the 10th day of July, 2003 by and among (i) O2Diesel Corporation (formerly, Dynamic Ventures Inc.), a Washington corporation ("O2DIESEL"), (ii) Distinct Holdings Ltd. (the "STOCKHOLDER") and (iii) Comerica Bank, a Michigan banking corporation (the "ESCROW AGENT"). O2Diesel, the Stockholder and the Escrow Agent are sometimes hereinafter referred to collectively as the "PARTIES."
WARRANTO2diesel Corp • April 20th, 2006 • Wholesale-groceries & related products
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware
This Employment Agreement (the “Agreement”), made and entered into this 1st day of October, 2005, by and between O2Diesel Corporation, a Delaware corporation (the “Company”), and David H. Shipman (the “Executive”).
FORM OF WARRANTO2diesel Corp • July 20th, 2007 • Wholesale-groceries & related products
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
AMENDMENT NO. 1 TO COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • April 27th, 2006 • O2diesel Corp • Wholesale-groceries & related products
This Amendment No. 1 (the “Amendment”) to the Common Stock and Warrant Purchase Agreement, dated as of April 6th, 2006 (the “Purchase Agreement”), is made as of April 27, 2006 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and UBS AG, London Branch (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 20th, 2007 • O2diesel Corp • Wholesale-groceries & related products • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 16, 2007, by and between O2DIESEL CORPORATION, a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
Subject to review by O2Diesel local counsel SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • January 10th, 2006 • O2diesel Corp • Wholesale-groceries & related products • Delaware
This Supply and Distribution Agreement (the “Agreement”), effective as of April 20, 2004 (the “Effective Date”), is made between [an O2Diesel corporation (“O2Diesel”), with offices at 200 Executive Drive, Newark, DE and ALOBAYA Corporation (“Distributor”) with offices at P.O.Box 1648 Al-Khobar, Kingdom of Saudi Arabia (each a “Party,” and collectively the “Parties”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • April 20th, 2006 • O2diesel Corp • Wholesale-groceries & related products • Delaware
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of April 6th, 2006 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and Standard Bank Plc (the “Purchaser”).
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Between O2 DIESEL CORPORATION and THE PURCHASER LISTED ON SCHEDULE 1 HERETO March 29, 2004Convertible Preferred Stock Purchase Agreement • March 30th, 2004 • O2diesel Corp • Wholesale-groceries & related products • New York
THIS CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2004, between O2 Diesel Corporation, a corporation organized and existing under the laws of the State of Washington (the “Company”), and the purchaser listed on Schedule 1 hereto (the “Purchaser”).
January 31, 2008Term Loan Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products • Delaware
This Amended and Restated Term Loan Agreement (this “Agreement”), dated as of December 22, 2006, (the “Effective Date”) and amended and restated as of January 31, 2008, is entered into by and among ProEco Energy Company, a South Dakota corporation (the “Borrower”), the Pledgors (as defined herein) and O2Diesel Corporation, a Delaware corporation as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • October 4th, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of September 20, 2005 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and [Axwell Business S.A] (the “Purchaser”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 5th, 2005 • O2diesel Corp • Wholesale-groceries & related products
This Agreement and Plan of Merger (“Plan of Merger”), dated as of December 29, 2004, by and between O2Diesel Corporation (“O2Diesel”), a Washington corporation and O2Diesel Delaware Corporation, a wholly-owned Delaware subsidiary of the O2Diesel newly-formed solely for the purpose of reincorporating O2Diesel in the Sate of Delaware (“O2Diesel Delaware”).
FORM OF WARRANTO2diesel Corp • October 4th, 2005 • Wholesale-groceries & related products
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
Commercial AgreementCommercial Agreement • November 2nd, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware
This Commercial Agreement (the “Agreement”), effective as of October 28, 2005 (the “Effective Date”), is made between O2Diesel Corporation (“O2Diesel”), AAE Technologies International PLC (“O2Diesel Europe”) and Abengoa Bioenergy R&D, Inc. (“ABRD”) (each a “Party,” and collectively the (Parties”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2007 • O2diesel Corp • Wholesale-groceries & related products
This Amendment No. 1 (the “Amendment”) to the Employment Agreement, dated as of October 1, 2005 (the “Employment Agreement”), is made as of March 26, 2007 (the “Execution Date”), by and between O2Diesel Corporation, a Delaware corporation (the “Company”) and David H. Shipman (the “Executive”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 27th, 2007 • O2diesel Corp • Wholesale-groceries & related products • Delaware
LICENCE AGREEMENTLicence Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
FORM OF INCENTIVE STOCK OPTION AGREEMENTRestricted Stock Purchase Agreement • July 28th, 2006 • O2diesel Corp • Wholesale-groceries & related products • Delaware
SHAREHOLDERS AGREEMENTShareholders Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
SEPARATION AGREEMENTSeparation Agreement • August 3rd, 2007 • O2diesel Corp • Wholesale-groceries & related products • Delaware
This Separation Agreement (the “Agreement”), made and entered into as of the 31st day of July 2007, by and between 02Diesel Corporation, a Delaware corporation (the “Company”), and Richard J. Roger (the “Executive”).
LICENCE AGREEMENTLicence Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
FORM OF COMMON STOCK AND WARRANT PURCHASE AGREEMENTForm of Common Stock and Warrant Purchase Agreement • July 20th, 2007 • O2diesel Corp • Wholesale-groceries & related products • Delaware
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of _________, 2007 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and ______________ (the “Purchaser”).
