GeoBio Energy, Inc. Sample Contracts

BETTER BIODIESEL CORPORATION CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • January 24th, 2008 • Better Biodiesel, Inc • Industrial organic chemicals • Florida

This Consulting Services Agreement (the “Agreement”), dated January___, 2008, is made by and between Cambridge Partners, LLC (“Cambridge Partners”) (the “Consultant”) and Better Biodiesel Inc., a Colorado corporation (the “Company”). The Consultant and the Company shall hereafter be referred to individually as a “Party” and collectively as the “Parties.”

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EMPLOYMENT AND NON-COMPETE AGREEMENT
Employment and Non-Compete Agreement • August 19th, 2011 • GeoBio Energy, Inc. • Industrial organic chemicals • Washington

THIS EMPLOYMENT AND NON-COMPETE AGREEMENT (this "Agreement") dated May 1, 2011 by and between GeoBio Energy, Inc., a Colorado corporation (the "Company"), and Clayton Shelver (the "Executive").

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • January 24th, 2008 • Better Biodiesel, Inc • Industrial organic chemicals • Washington

THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into on January 18, 2008 between Better Biodiesel, Inc. (Better Biodiesel), a Colorado corporation, having its principal place of business at ___________________________________ (“Company”) and Barry Davis, having a principal address at 24748 Long Valley Rd., Calabasas CA 91302 (“Consultant”).

Letter of Agreement Purchase of Media Production, Distribution and Placement Services
Letter of Agreement • January 24th, 2008 • Better Biodiesel, Inc • Industrial organic chemicals

This letter of agreement describes the terms and conditions of an agreement between 144media LLC (“144media”), a public relations organization headquartered in New York City and Better Bio Diesel (OTCBB BBDS with headquarters in Spanish Forks, Utah, hereinafter known as “the company.”

Re: Letter of Intent for the Share Exchange Agreement between Better Biodiesel, Inc., and GeoAlgae Technology, Inc.
Better Biodiesel, Inc • December 21st, 2007 • Industrial organic chemicals

This letter of intent (the “LOI”) dated December 17, 2007 will confirm the general terms upon which Better Biodiesel, Inc., a Colorado corporation (“Better Biodiesel”), and GeoAlgae Technology, Inc., a Wyoming corporation (“GAT”), will enter into a share exchange agreement (the “Agreement” or “Share Exchange”) whereby 3,300,000 shares of common stock of Better Biodiesel and Better Biodiesel’s best efforts commitment to facilitate capital financing (to be definitively stated in the Agreement) shall be exchanged for 100% of the common stock of GAT (the “GAT Shares”). Upon the development, execution and closing of a definitive Share Exchange, which shall occur on or prior to December 27, 2007, GAT will exist as a wholly owned subsidiary of Better Biodiesel (the “Closing”), in the manner described below.

LOAN AGREEMENT
Loan Agreement • February 22nd, 2007 • Better Biodiesel, Inc • Industrial organic chemicals • Washington

THIS LOAN AGREEMENT (the “Agreement”), is executed as of February 15, 2007, by and among Better Biodiesel, Inc., a Colorado corporation (the “Company”), and Sausalito Capital Partners I, LLC, a Nevada limited liability company (the “Lender”) (collectively, the “Parties”).

ASSET PURCHASE, SETTLEMENT AND MUTUAL RELEASE AGREEMENT BETWEEN BETTER BIODIESEL, INC. A Colorado Corporation (BBI) and RON CRAFTS, MARY CRAFTS, JAMES CRAWFORD, JOHN CRAWFORD LYNN DEAN CRAWFORD and CULINARY CRAFTS, LLC, a Utah Liability Company...
Settlement and Mutual Release Agreement • December 21st, 2007 • Better Biodiesel, Inc • Industrial organic chemicals • Utah

This Asset Purchase, Settlement and Mutual Release Agreement (this “Agreement”) is made this ____ day of December, 2007 (the “Effective Date”), by and between Better Biodiesel, Inc., a Colorado corporation (“BBI”), Domestic Energy Partners, LLC, a Utah limited liability company, and wholly owned subsidiary of Better Biodiesel (“DEP”), and Ron Crafts, Mary Crafts (collectively with Ron Crafts, the “Crafts”), James Crawford, John Crawford, Lynn Dean Crawford (collectively with James Crawford and John Crawford, the “Crawfords”), and Cullinary Crafts, LLC, a Utah limited liability company (collectively with the Crafts and the Crawfords, the “Shareholders”). The parties hereto are referred to herein each as a “Party” and collectively as the “Parties.”

Employment Letter Allen A. Perron
Employment Letter • January 24th, 2008 • Better Biodiesel, Inc • Industrial organic chemicals
SUBSCRIPTION AGREEMENT
Subscription Agreement • May 9th, 2007 • Better Biodiesel, Inc • Industrial organic chemicals • Utah

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of the _____ day of April 2007, by and among Better BioDiesel, Inc., a Colorado corporation (the “Company”), and the investors listed on Schedule A attached hereto and made a part hereof (the “Investor(s)”). Capitalized terms used but not defined in this Agreement shall have the respective meanings given such terms in the Private Placement Memorandum dated as of the same date herewith (the “Memorandum”).

SECOND AMENDMENT TO AGREEMENT FOR THE PURCHASE OF ALL THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC.
GeoBio Energy, Inc. • August 30th, 2010 • Industrial organic chemicals

THIS SECOND AMENDMENT TO AGREEMENT FOR THE PURCHASE OF ALL THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC. ("Second Amendment") is made and entered into by and between COLLINS CONSTRUCTION, INC. a Colorado corporation ("Collins"). FRANK W. COLLINS and JOSHUA GOODSELL ("Sellers") and GEOBIO ENERGY, INC., a publicly-traded Colorado corporation ("Purchaser"). WITNESSETH:

AMENDMENT NO. 3 TO AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF CAPITAL STOCK OF H&M PRECISION PRODUCTS, INC.
Agreement • August 30th, 2010 • GeoBio Energy, Inc. • Industrial organic chemicals • New Mexico

THIS AMENDMENT NO. 3 (the “Amendment”) is entered into this _____day of June 2010, and amends (i) the Agreement For The Purchase Of Shares Of Capital Stock Of H&M Precision Products, Inc., by and among H&M Precision Products, Inc., a New Mexico corporation (“H&M”), the security holders of H&M (the “Sellers”) and GeoBio Energy, Inc., a publicly traded Colorado corporation (“GeoBio”), executed on or around March 26, 2010 (the “Agreement”), (ii) Amendment No. 1 to the Agreement executed on or around April 16, 2010 (“Amendment No. 1”) and (iii) Amendment No. 2 to the Agreement executed on or around May 27, 2010 (“Amendment No. 2”).

AMENDMENT NO. 2 TO THE AGREEMENT FOR THE PURCHASE OF ALL OF THE EQUITY INTERESTS OF MAGNA ENERGY SERVICES, LLC
The Agreement • January 13th, 2011 • GeoBio Energy, Inc. • Industrial organic chemicals • New Mexico

THIS AMENDMENT NO. 2 (the “Amendment”), entered into this _____day of October 2010, amends the Agreement For The Purchase Of All Of The Equity Interests Of Magna Energy Services, LLC, by and between Magna Energy Services, LLC, a New Mexico limited liability company (“Magna”), JIM ADUDDELL, ADAM KELLY and SHAWN BOHANNON, being all of members and equity interest holders of Magna (the “Sellers”), and GeoBio Energy, Inc., a publicly traded Colorado corporation (“GeoBio”), dated September 30, 2010, as amended October 15, 2010 (the “Agreement”), as follows:

AGREEMENT FOR THE PURCHASE OF ALL OF THE EQUITY INTERESTS OF MAGNA ENERGY SERVICES, LLC
Agreement • January 13th, 2011 • GeoBio Energy, Inc. • Industrial organic chemicals

THIS AGREEMENT FOR THE PURCHASE OF EQUITY INTERESTS OF MAGNA ENERGY SERVICES, LLC (the “Agreement”) made this 30th day of September 2010 (the “Effective Date”), by and between Magna Energy Services, LLC, a New Mexico corporation (“Magna”), JIM ADUDDELL, ADAM KELLY AND SHAWN BOHANNON, being all of members and equity interest holders of Magna (the “Sellers”), and GeoBio Energy, Inc., a publicly traded Colorado corporation (hereinafter either the “Purchaser” or “GeoBio”), for the purpose of setting forth the terms and conditions upon which the Sellers will sell to GeoBio one hundred percent (100%) of Magna’s issued and outstanding equity interests and equivalents (hereinafter defined).

AGREEMENT
Agreement • October 23rd, 2001 • Mountain States Lending Inc • Loan brokers
AMENDMENT NO. 4 TO AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC.
GeoBio Energy, Inc. • January 13th, 2011 • Industrial organic chemicals • Colorado

THIS FOURTH AMENDMENT (the “Amendment”) is entered into on this _____day of November 2010, and amends the Agreement For The Purchase Of All Of Shares Of Capital Stock Of Collins Construction, Inc., by and among Collins Construction, Inc., a Colorado corporation (“Collins”), the security holders of Collins (the “Sellers”) and GeoBio Energy, Inc., a publicly traded Colorado corporation (“GeoBio”), executed on or around March 31, 2010 (the “Agreement”), as amended by that Amendment No. 1 executed on or around June 1, 2010 (“Amendment No. 1”), as further amended by that Amendment No. 2 executed on or around June 14, 2010 (“Amendment No. 2”), and further amended by that Amendment No. 3 executed on or around September 7, 2010 (“Amendment No. 3”).

FIRST AMENDMENT TO AGREEMENT FOR THE PURCHASE OF ALL THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC.
GeoBio Energy, Inc. • August 30th, 2010 • Industrial organic chemicals

THIS FIRST AMENDMENT TO AGREEMENT FOR THE PURCHASE OF ALL THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC. ("First Amendment") is made and entered into by and between COLLINS CONSTRUCTION, INC., a Colorado corporation ("Collins"), FRANK W. COLLINS and JOSHUA GOODSELL ("Sellers") and GEOBIO ENERGY, INC., a publicly-traded Colorado corporation ("Purchaser"), WITNESSETH:

SECURITY AGREEMENT
Security Agreement • January 2nd, 2007 • Better Biodiesel, Inc • Industrial organic chemicals • Washington

This SECURITY AGREEMENT (“Security Agreement”) is dated as of July 5, 2006 (the “Effective Date”), by and between Domestic Energy Partners, LLC., a Utah limited liability company (the “Company”), and Sausalito Capital Partners I, LLC, a Nevada limited liability company (the “Lender”).

AGREEMENT FOR THE PURCHASE OF ALL OF THE CAPITAL STOCK OF MOODY CONSTRUCTION & SONS, INC.
Agreement • February 22nd, 2011 • GeoBio Energy, Inc. • Industrial organic chemicals

THIS AGREEMENT FOR THE PURCHASE OF ALL OF THE CAPITAL STOCK OF MOODY CONSTRUCTION, INC. (the “Agreement") is made this 3rd day of February 2011 (the "Effective Date"), by and between Douglas W. Moody ("Seller") both as sole proprietor of, and doing business as, Moody Construction & Sons, and as sole shareholder of Moody Construction & Sons, Inc. a Colorado corporation ("Moody Construction & Sons, Inc." or the "Company") and GeoBio Energy. Inc., a publicly traded Colorado corporation ("GeoBio" or the “Purchaser"). The parties acknowledge that previously Seller was a sole proprietorship hut as of January 1, 2011 all assets of the business of Moody Construction & Sons, a sole proprietorship, were contributed to Moody Construction & Sons, Inc. and Seller will sell all (100%) of the issued and outstanding Capital Stock (defined below) of Moody Construction & Sons, Inc. to Purchaser. Hereinafter, GeoBio and Seller may be referred to individually as the "Party" or collectively as the "Parties

FIRST AMENDMENT TO THE AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG GEOBIO ENERGY, INC., AND ENVIROPLASTICS CORPORATION, AND THE SECURITY HOLDERS OF ENVIROPLASTICS CORPORATION
The Agreement • June 25th, 2009 • GeoBio Energy, Inc. • Industrial organic chemicals • Colorado

THIS FIRST AMENDMENT to the Agreement Concerning the Exchange of Securities by and among GeoBio Energy, Inc., a Colorado corporation (“GeoBio”) and EnviroPlastics Corporation, a Nevada corporation (“EP”), and the Security Holders of EnviroPlastics Corporation, dated March 2, 2009 (the “Agreement”), entered into this _____day of June 2009, amends the Agreement as follows (the “Amendment”):

AMENDMENT NO. 2 TO AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF CAPITAL STOCK OF H&M PRECISION PRODUCTS, INC.
Agreement • August 30th, 2010 • GeoBio Energy, Inc. • Industrial organic chemicals • New Mexico

THIS AMENDMENT NO. 2 (the “Amendment”) is entered into this _____day of May 2010, and amends (i) the Agreement For The Purchase Of Shares Of Capital Stock Of H&M Precision Products, Inc., by and among H&M Precision Products, Inc., a New Mexico corporation (“H&M”), the security holders of H&M (the “Sellers”) and GeoBio Energy, Inc., a publicly traded Colorado corporation (“GeoBio”), executed on or around March 26, 2010 (the “Agreement”),and (ii) Amendment No. 1 executed on or around April 16, 2010.

AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF CAPITAL STOCK OF H&M PRECISION PRODUCTS, INC.
GeoBio Energy, Inc. • August 30th, 2010 • Industrial organic chemicals

THIS AGREEMENT FOR THE PURCHASE OF SHARES OF CAPITAL STOCK OF H&M PRECISION PRODUCTS, INC. (the “Agreement”) made this _____________ day of March 2010, by and between H&M Precision Products, Inc., Inc., a New Mexico corporation (“H&M”), the security holders of H&M (the “Sellers”), GeoBio Energy, Inc., a publicly traded Colorado corporation (“GeoBio”), and for the purpose of setting forth the terms and conditions upon which the Sellers will sell to GeoBio one hundred percent (100%) of H&M’s issued and outstanding capital stock and capital stock equivalents (hereinafter defined).

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AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG MOUNTAIN STATES HOLDINGS, INC. AND DOMESTIC ENERGY PARTNERS, LLC AND THE SECURITY HOLDERS OF DOMESTIC ENERGY PARTNERS, LLC
Agreement • September 5th, 2006 • Mountain States Holdings Inc • Loan brokers • Colorado

THIS AGREEMENT (“Agreement”) is made this 31st day of August, 2006, by and between Mountain States Holdings, Inc., a Colorado corporation (“Mountain States”), Domestic Energy Partners, LLC, a Utah limited liability company (“Domestic Energy”), and the security holders of Domestic Energy (the “Domestic Energy Security Holders”) who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2, hereto.

November 5, 2007
Better Biodiesel, Inc • November 6th, 2007 • Industrial organic chemicals
Employment Letter
Engagement Resources Agreement • January 29th, 2007 • Better Biodiesel, Inc • Industrial organic chemicals

Please allow this letter to serve as the entire agreement between Better Biodiesel, Inc. (the “Company”) and you, Gary Crook (the “Employee”) with respect to certain aspects of your employment with the Company. The Company acknowledges and agrees that the Employee is and will remain a partner of, and has and will retain an interest in, Tatum, LLC (“Tatum”), which will benefit the Company in that the Employee will have access to certain Tatum resources.

AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG BETTER BIODIESEL, INC. AND GEOALGAE TECHNOLOGY, INC. AND THE SECURITY HOLDERS OF GEOALGAE TECHNOLOGY, INC.
Agreement • January 15th, 2008 • Better Biodiesel, Inc • Industrial organic chemicals • Colorado

THIS AGREEMENT (“Agreement”) is made this ___ day of ______, 2008, by and between Better Biodiesel, Inc. a Colorado corporation (“Better Biodiesel”), GeoAlgae Technology, Inc., a Wyoming corporation (“GAT”) and the security holders of GAT (the “GAT Security Holders”) who are listed on Exhibit 1.1 hereto.

THIRD AMENDMENT TO AGREEMENT FOR THE PURCHASE OF ALL THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC.
GeoBio Energy, Inc. • January 13th, 2011 • Industrial organic chemicals

THIS THIRD AMENDMENT TO AGREEMENT FOR THE PURCHASE OF ALL THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC. (" Third Amendment") is made and entered into by and between COLLINS CONSTRUCTION, INC., a Colorado corporation ("Collins"), FRANK W. COLLINS and JOSHUA GOODSELL ("Sellers") and GEOBIO ENERGY, INC., a publicly-traded Colorado corporation ("Purchaser"), WITNESSETH:

AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC.
GeoBio Energy, Inc. • August 30th, 2010 • Industrial organic chemicals

THIS AGREEMENT FOR THE PURCHASE OF SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC. (the “Agreement”) made this _____ day of March, 2010, with an Effective Date of March 31, 2010 (the “Effective Date”), by and between Collins Construction, Inc., a Colorado corporation (“Collins”), FRANK W. COLLINS and JOSHUA GOODSELL, being all of the shareholders of Collins (the “Sellers”), and GeoBio Energy, Inc., a publicly traded Colorado corporation (hereinafter either the “Purchaser” or “GeoBio”), and for the purpose of setting forth the terms and conditions upon which the Sellers will sell to GeoBio One Hundred Percent (100%) of Collins’s issued and outstanding capital stock and capital stock equivalents (hereinafter defined).

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 22nd, 2007 • Better Biodiesel, Inc • Industrial organic chemicals • Colorado

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE OR THE ANY PROVINCIAL SECURITIES REGULATORY BODIES IN CANADA, NOR HAS ANY SUCH COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT OR ITS APPENDICES OR SCHEDULES (THE “PURCHASE AGREEMENT”). ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2008 • GeoBio Energy, Inc. • Industrial organic chemicals • Washington

This Employment Agreement (“Agreement”) is made by and between Better Biodiesel, Inc., a corporation duly organized and existing under the laws of the State of Colorado (the “Company”), and Kenneth R. Bennett (“Executive”).

CAPITAL GROUP COMMUNICATIONS, INC. CONSULTING AGREEMENT
Consulting Agreement • January 24th, 2008 • Better Biodiesel, Inc • Industrial organic chemicals • California

This Consulting Agreement (this “Agreement”) is made as of December 31, 2008 (the “Commencement Date”), by and between Capital Group Communications, Inc., a California corporation (“Consultant”), and Better Bio Diesel (“Client”). For the purpose of this Agreement, Consultant and Client are sometimes referred to collectively as the “parties” or in the singular as a “party.”

AMENDMENT NO. 1 TO AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF CAPITAL STOCK OF H&M PRECISION PRODUCTS, INC.
Agreement • August 30th, 2010 • GeoBio Energy, Inc. • Industrial organic chemicals • New Mexico

THIS AMENDMENT NO. 1 (the “Amendment”), to the Agreement For The Purchase Of Shares Of Capital Stock Of H&M Precision Products, Inc., by and between H&M Precision Products, Inc., Inc., a New Mexico corporation (“H&M”), the security holders of H&M (the “Sellers”), GeoBio Energy, Inc., a publicly traded Colorado corporation (“GeoBio”), executed on or around March 26, 2010 (the “Agreement”), entered into this _____day of April 2010, amends the Agreement as follows (the “Amendment”):

FIRST AMENDMENT TO THE AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG GEOBIO ENERGY, INC., AND GEOALGAE TECHNOLOGY, INC., AND THE SECURITY HOLDERS OF GEOALGAE TECHNOLOGY, INC.
The Agreement • March 19th, 2008 • GeoBio Energy, Inc. • Industrial organic chemicals • Colorado

THIS FIRST AMENDMENT to the Agreement Concerning the Exchange of Securities by and among GeoBio Energy, Inc., f/k/a Better Biodiesel, Inc., a Colorado corporation (“GeoBio”) and GeoAlgae Technology, Inc., a Wyoming corporation (“GAT”), and the Security Holders of GeoAlgae Technology, Inc., dated January 10, 2008 (the “Agreement”), entered into this _____day of March 2008, amends the Agreement as follows (the “Amendment”):

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