ContractValcent Products Inc. • July 25th, 2008 • Miscellaneous manufacturing industries • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR VALCENT PRODUCTS INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
ContractValcent Products Inc. • April 27th, 2006 • Services-business services, nec • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VALCENT PRODUCTS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 27th, 2006 • Valcent Products Inc. • Services-business services, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April ___, 2006, by and among Valcent Products Inc. (formerly known as Nettron.com, Inc.), an Alberta, Canada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of July 16, 2008 by and among VALCENT PRODUCTS INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • July 25th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of July 16, 2008 (this “Agreement”) by and among Valcent Products Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), and each of the purchasers of the senior secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”) and, for purposes of Section 1.2 hereof, Viscount Investment, Ltd. and Bodie Investment Group Inc..
ContractValcent Products Inc. • July 25th, 2008 • Miscellaneous manufacturing industries • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
ContractValcent Products Inc. • June 30th, 2006 • Services-business services, nec • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VALCENT PRODUCTS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries
THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING ("Security Instrument") is made as of this 16th day of July, 2008 by Valcent Manufacturing, Ltd., a Texas limited partnership, as Grantor ("Borrower"), to Deborah P. Everett, Trustee ("Trustee"), for the benefit of Platinum Long Term Growth VI, LLC, a Delaware limited liability company, as Agent (for the benefit of the Lenders (as defined below)), as Beneficiary (together with its successors and assigns, "Agent").
CONVERTIBLE NOTEValcent Products Inc. • June 30th, 2006 • Services-business services, nec • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
SUBSCRIPTION AGREEMENTSubscription Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 29, 2005, by and among Valcent Products Inc. (formerly known as Nettron.com, Inc.), an Alberta, Canada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
VERTIGRO ALGAE TECHNOLOGIES LLC TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 14th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
AGREEMENTAgreement • February 7th, 2007 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Agreement is made and entered into as of March 1, 2006 and shall continue until June 28, 2006. The agreement will be reviewed for further consideration on or before June 28, 2006. Upon renewal, the agreement will be reviewed from that point forward for further consideration every 60 days until a new monthly retainer is agreed upon.
CORPORATE SUPPORT AGREEMENTCorporate Support Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • British Columbia
NOW THEREFORE this Agreement witnesseth that in consideration of the premises and of the mutual covenants and agreements hereinafter set out, the parties hereto covenant and agree as follows:
INTELLECTUAL PROPERTY SALES AND PURCHASE AGREEMENTIntellectual Property Sales and Purchase Agreement • July 13th, 2009 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Intellectual Property Sales and Purchase Agreement (hereinafter referred to as the "Purchase Agreement"), by and among PAGIC LP, (“PG”), a company incorporated in the State of Texas, United States and having an office at 401 West Vinton Road, Anthony, Texas, MALCOLM GLEN KERTZ (“KERTZ”) a person and inventor both having an office at 5151 Thornton, El Paso Texas, and WEST PEAK VENTURES of CANADA LTD. (“WPV”), a company federally incorporated in Canada and having its registered office at 789 West Pender Street, Vancouver, BC, Canada, (collectively hereinafter referred to as the "Sellers") and Valcent Products Inc., a company incorporated in Canada and having a place of business at 789 West Pender Street, Vancouver, BC Canada (hereinafter referred to as the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • July 25th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • New York
Security Agreement dated as of July 16, 2008 made by Valcent Products, Inc., and its subsidiaries party thereto from time to time, as Debtors to and in favor of the Secured Party identified therein (the “Security Agreement”)
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Consulting Services Agreement (the “Agreement”) is entered this 1st day of February, 2008 by and between Yellow Rose Ltd. of PO Box 150, Neptune Plaza Suite 204, Grace Bay, Provenciales Turks & Caicos Islands, a Turks & Caicos Islands, BWI corporation (“Consultants”), and Valcent Products Inc. of Suite 1010 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2 (“Client”), an Alberta, Canada corporation, with reference to the following:
AGREEMENT FOR DIRECT RESPONSE SERVICESAgreement for Direct Response Services • February 7th, 2007 • Valcent Products Inc. • Miscellaneous manufacturing industries
THIS Agreement (“Agreement”) is made as of January 12, 2007, by and between InPulse Response Group, Inc., an Arizona corporation (“InPulse”), and Valcent Products Inc. located at 1057 Doniphan Park Circle, Suite H, El Paso, Texas 9922 the entity whose signature is below (“Client”), for the furnishing of Services related to Client’s direct response marketing campaigns.
AMENDMENT TO PRIVATE PLACEMNT AGREEMENTPrivate Placemnt Agreement • October 3rd, 2011 • Valcent Products Inc. • Miscellaneous manufacturing industries
This AMENMENT TO THE PRIVATE PLACEMENT AGREMENT (the "Amendment") dated March 28, 2011, is made between Valcent Products Inc., institute B Development Corporation and Timothy Brock (hereinafter referred to as the "Parties").
12% CONVERTIBLE NOTEAlterrus Systems Inc. • July 31st, 2013 • Miscellaneous manufacturing industries • British Columbia
This Note has been entered into pursuant to the terms of a Subscription Agreement between the Borrower and the Holder, dated of even date herewith, and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms not defined in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
Pagic/Valcent Addendum to ContractValcent Products Inc. • March 11th, 2010 • Miscellaneous manufacturing industries
THIS ADDENDUM ("Addendum") to the Property Sales and Purchase Agreement effective April 1, 2009 (“Contract”) is executed and shall be effective concurrently with the payment to be made by Valcent pursuant to paragraph 5 below.
Letter of Intent Between Valcent Products and the Hydoganics Joint Venture1Valcent Products Inc. • October 10th, 2008 • Miscellaneous manufacturing industries
Valcent Products (“Valcent”) and the Hydroganics Joint Venture, being a 50/50 unincorporated joint venture between Paul Davies and Armando Formica which may later be incorporated, (“Hydro”), have had discussions regarding Valcent’s High Density Growing System (“VGS”) for vegetables excluding any grains.
DEFINITIVE TRANSACTON AGREEMENTDefinitive Transacton Agreement • July 31st, 2013 • Alterrus Systems Inc. • Miscellaneous manufacturing industries • Alberta
NOW THEREFORE, in consideration of the covenants and agreements contained herein the Parties covenant and agree with each other as follows:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Consulting Services Agreement (the "Agreement") is entered this 2nd day of November 2007 by and between MB Pics Capital Corp., of 2443 Alder Street, Vancouver BC, V6H 4A4, a BC corporation ("Consultants"), and Valcent Products Inc. of Suite 1010 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2 ("Client"), an Alberta, Canada corporation, with reference to the following:
Vertigro Algae Technologies LLCValcent Products Inc. • October 10th, 2008 • Miscellaneous manufacturing industries
Upon review of the VAT License it was noted that per 1.10 of the definitions that the effective date of the VAT License is March 4, 2008 which is an error. By way of this amendment the parties agree to replace 1.10 of the definitions with the following:
HAZARDOUS SUBSTANCES INDEMNITY AGREEMENTHazardous Substances Indemnity Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • New York
AGREEMENTAgreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas
THIS AGREEMENT (“Agreement”), by and between Valcent Products, Inc., an Alberta Canada corporation, having a place of business at Suite 420, 475 Howe Street, Vancouver, British Columbia, Canada (“VPI”) and Malcolm Glen Kertz, residing at 6476 Calle Del Sol, El Paso, Texas 79912 (“Kertz”),
MASTER SERVICES AGREEMENTMaster Services Agreement • February 7th, 2007 • Valcent Products Inc. • Miscellaneous manufacturing industries • California
This Master Services Agreement (this“Agreement”), dated as of November __, 2006 (“Effective Date”), is by and between Accretive Commerce, Inc., a Delaware corporation with a principal place of business at 13801 Reese Boulevard West, Suite 250, Huntersville, NC 28078 (“Accretive Commerce”) and Valcent Products, Inc. (“Company”), a ___________________with a principal place of business at 1057 Doniphan Park Circle
Stakeholders Letter of AgreementLetter of Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries
Whereas the respective parties have agreed to jointly participate in the development of the intellectual property. know-how, confidential processes, modifications and derivative works and commercialization thereof arising out of patents pending for the development of an Algae Biomass Production Technologies known as "Vertigro"; and
CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • October 2nd, 2006 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Contract Manufacturing Agreement (the “Agreement”) is entered into and between Valcent Manufacturing, LP, a Texas limited partnership (the “Company”) and Solid Integrations, LLC, a Texas limited liability company (“Contractor”).
VALCENT-MK CONSULTING AGREEMENTValcent-Mk • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas
THIS AGREEMENT, effective _______________, 2005 (“Effective Date”), by and between VALCENT PRODUCTS, INC., an Alberta Canada corporation, having a place of business at Suite 420, 475 Howe Street, Vancouver, British Columbia, Canada (hereinafter referred to as “VPI”), AND MK Enterprises LLC, a Nevada corporation, having a place of business at 1300 Clay Street, Winfield, Louisiana 71483 (“MK”), and evidences that in consideration of the mutual covenants and agreements contained herein, VPI agrees to engage MK and MK accepts such engagement for the term and upon the terms and conditions hereinafter set forth.
Valcent Products Inc. West Peak Ventures of Canada Pagic LP Malcolm Glen Kertz Reference: Settlement Agreement – Nova Skincare System / Dust Wolf Subject: Letter of AgreementSettlement Agreement • October 15th, 2009 • Valcent Products Inc. • Miscellaneous manufacturing industries
This SETTLEMENT AGREEMENT – Nova Skincare System / Dust Wolf (hereinafter referred to as the "Settlement Agreement"), by and among PAGIC LP, (“PAGIC”), a company incorporated in the State of Texas, United States, and MALCOLM GLEN KERTZ (“KERTZ”) a person and inventor both having an office at 5151 Thornton , El Paso Texas 79932 and WEST PEAK VENTURES of CANADA LTD. (“WPV”), a company incorporated Federally in Canada and having a place of business at Suite1010-789 West Pender Street, Vancouver, BC, Canada, (collectively hereinafter referred to as the "Licensor") and Valcent Products Inc. a company incorporated in Canada and having a place of business 789 West Pender Street, Vancouver, BC, Canada (hereinafter together referred to as the “Licensee”).
Addendum to the Purchase and Sale Agreement Dated September 26, 2008 between Valcent USA, Inc. (the “Purchaser”), Global Green Solutions Inc. (the “Seller”), and Vertigro Algae Technologies LLC (the “Company”), (collectively the “Parties”) (the...Purchase and Sale Agreement • December 5th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries
This Addendum may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same Addendum.
Letter of Intent Between Valcent Products and the Spencer / Geleta Alberta Joint Venture (Spencer/Geleta)Valcent Products Inc. • October 10th, 2008 • Miscellaneous manufacturing industries • Alberta
Valcent Products ("Valcent") and the Spencer/Geleta Joint Venture , being a 50/50 unincorporated joint venture between Mark Spencer and Mike Geleta, which may later be incorporated, have had discussions regarding Valcent's High Density Growing System ("VGS") for vegetables (excluding any grains).
MASTER LICENSE AGREEMENTLicense Agreement • October 13th, 2005 • Valcent Products Inc. • Services-business services, nec • Texas
THIS LICENSE AGREEMENT (hereinafter referred to as the “License Agreement”), by and between MK Enterprises LLC, a Nevada corporation, having a place of business at 1300 Clay Street, Winfield, Louisiana 71483 (hereinafter referred to as the “Licensor”), and Valcent Products, Inc., an Alberta Canada corporation, having a place of business at Suite 420, 475 Howe Street, Vancouver, British Columbia, Canada (hereinafter referred to as the “Licensee”).
FINANCIAL ADVISORY CONSULTING SERVICES AGREEMENTFinancial Advisory Consulting Services Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Consulting Services Agreement (the “Agreement”) is entered this 1st day of May 2008 by and between Mark T. Cox of 527 Madison Avenue, New York, New York, 10022, an individual hereinafter (“Consultant”), and Valcent Products Inc. of Suite 1010 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2 (“Client”), an Alberta, Canada corporation, with reference to the following:
THIS CONSULTING AGREEMENT dated the 29th day of February, 2008. BETWEEN:Consulting Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Alberta
WHEREAS the Corporation wishes to retain the Consultant as a consultant for its business and the Consultant has agreed to provide such services to the Corporation.
