ContractEdgewater Foods International, Inc. • November 7th, 2007 • Fishing, hunting and trapping • 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 THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 5, 2007, by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of November 5, 2007 among EDGEWATER FOODS INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock Purchase Agreement • November 7th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of November 5, 2007 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series C Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
Heritage Management, Inc. SUBSCRIPTION AGREEMENT Heritage Management, Inc. 1529 E. Interstate 30, Suite 104 Garland, Texas 75043 Ladies and Gentlemen: 1. PURCHASE OF COMMON STOCK. Intending to be legally bound , I hereby agree to purchase ________...Subscription Agreement • September 30th, 2003 • Heritage Management Inc • Services-business services, nec • Texas
ESCROW AGREEMENTEscrow Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of May 29, 2008, by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and the other purchasers signatory hereto (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
STOCK CANCELLATION AGREEMENTStock Cancellation Agreement • February 3rd, 2022 • Astra Energy, Inc. • Fishing, hunting and trapping • Nevada
This Stock Cancellation Agreement (this “Agreement”), dated effective as of January 13, 2022 (the “Effective Date”), is entered into by and between G7 Holdings Inc. (the “Stockholder”) and Astra Energy Inc., a Nevada corporation (the “Company”).
Marketing AgreementMarketing Agreement • July 17th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • Nevada
This AGREEMENT (the “Agreement”) made and entered into this 3rd day of October 2005, by and between Aurelius Consulting Group, Inc., located at Maitland City Plaza, 225 S. Swoope Ave, Suite 214, Maitland, Florida 32751 (hereinafter referred to as “ACG“) and Edgewater Foods International, Inc. (hereinafter referred to as the “Company”), located at 400 Professional Drive, Suite 310, Gaithersburg, MD 20879.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ASTRA ENERGY, INC. (expires on _______________, 2024)Astra Energy, Inc. • June 16th, 2022 • Electric services • Nevada
This certifies that ______________________ or assigns (the "Holder"), for value received and subject to the provisions hereinafter set forth, is entitled to purchase from Astra Energy, Inc., a Nevada corporation (together with its successors and assigns, the "Company") ______________ (_________) validly issued, fully paid and non-assessable shares of the Company's Common Stock, $0.01 par value per share (such stock being hereinafter referred to as the "Common Stock" and such Common Stock as may be acquired upon exercise hereof being hereinafter referred to as the "Warrant Stock"), at the price of One Dollar ($1.00) per share.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ASTRA ENERGY, INC. (expires on _______________, 2024)Astra Energy, Inc. • April 25th, 2022 • Electric services • Nevada
This certifies that ______________________ or assigns (the "Holder"), for value received and subject to the provisions hereinafter set forth, is entitled to purchase from Astra Energy, Inc., a Nevada corporation (together with its successors and assigns, the "Company") ______________ (_________) validly issued, fully paid and non-assessable shares of the Company's Common Stock, $0.01 par value per share (such stock being hereinafter referred to as the "Common Stock" and such Common Stock as may be acquired upon exercise hereof being hereinafter referred to as the "Warrant Stock"), at the price of One Dollar ($1.00) per share.
Consulting AgreementConsulting Agreement • April 29th, 2009 • Ocean Smart, Inc. • Fishing, hunting and trapping • New York
This is an agreement dated and effective this ______th day of March 2009 by and between International Investment Consulting Company S.A. (hereinafter referred to as The Company), whose address is 30, rue Dernier Sol, L-2543 Luxembourg and Edgewater Foods International, Inc. (OTCBB: EDWT), whose address is 400 Professional Drive, Suite 310, Gaithersburg, MD 20879 (hereinafter referred to as The Client).
Joinder Agreement to Registration Rights AgreementJoinder Agreement to Registration Rights Agreement • June 30th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping
Reference is made to that certain Registration Rights Agreement dated as of May 30, 2006, a copy of which is attached hereto as Exhibit A (as amended and in effect from time to time, the “Registration Rights Agreement”), among Edgewater Foods International, Inc. (the “Company”) and the Purchasers (as defined therein).
CONSULTING AGREEMENTConsulting Agreement • January 20th, 2023 • Astra Energy, Inc. • Electric services
NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows:
ContractSubscription Agreement • March 3rd, 2022 • Astra Energy, Inc. • Fishing, hunting and trapping
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
ASTRA ENERGY INC. SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2022 • Astra Energy, Inc. • Electric services • Nevada
Consulting AgreementConsulting Agreement • October 16th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • Maryland
This Agreement is made as of August 1, 2006, by and between Edgewater Foods International, Inc.. (“Company”), a Nevada company with its principal offices at 5552 West Island Highway, Qualicum Beach, British Columbia, Canada V9K 2C8 and TriPoint Capital Advisors, LLC, a Maryland limited liability company, with its principal offices at 400 Professional Drive, Suite 310, Gaithersburg, Maryland 20879 (referred to herein as the “Consultant”).
ContractEdgewater Foods International, Inc. • February 9th, 2007 • Fishing, hunting and trapping • 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 THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
CONTRACT SERVICES AGREEMENTContract Services Agreement • March 3rd, 2022 • Astra Energy, Inc. • Fishing, hunting and trapping
NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows:
ContractEdgewater Foods International, Inc. • November 7th, 2007 • Fishing, hunting and trapping • New York
THIS WARRANT AND THE SECURITIES 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 THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SERVICES AGREEMENT for LISA KOWANServices Agreement for Lisa Kowan • March 3rd, 2022 • Astra Energy, Inc. • Fishing, hunting and trapping • British Columbia
This Services Agreement (the “Agreement”) dated as of October 3, 2020 and effective as of October 1, 2020 is made by and between Astra Energy Inc. (the “Company”) and Lisa Kowan (“Kowan”).
SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May 29, 2008 among EDGEWATER FOODS INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries D Convertible Preferred Stock Purchase Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
This SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of May 29, 2008 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series D Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SHARE EXCHANGE AGREEMENT by and among Island Scallops Ltd a British Columbia Company on the one hand; and Granscal Sea Farms Ltd, a Kanish Bay Company and all of the Shareholders of Granscal Sea Farms Ltd. on the other hand As at July 1,2008Share Exchange Agreement • November 18th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • British Columbia
This Share Exchange Agreement, dated as of July 1, 2008 (this "Agreement"), is made and entered into by and among Granscal Sea Farms Ltd., a Kanish Bay Company ("Granscal") and the shareholders of Granscal, listed on Schedule I attached (each, a. "Granscal Shareholder," collectively, the "Granscal Shareholders"), on the one hand; and Island Scallops Ltd., a British Columbia company ("ISL") on the other hand.
INVESTOR LOCK-UP AGREEMENTInvestor Lock-Up Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS AGREEMENT (this "Agreement") is dated as of May 29, 2008 by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
INVESTOR RELATIONS CONSULTING AGREEMENTInvestor Relations Consulting Agreement • July 17th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • Nevada
THIS AGREEMENT (“Agreement”) is between Gallatin Consulting, Inc. (“GALLATIN”) and Edgewater Foods International, Inc. (“EDGEWATER”) located at, 400 Professional Drive, Suite 310, Gaithersburg, MD 20878. The date of this Agreement is June___, 2005 (“Effective Date”).
PLACEMENT CONSULTANT AGREEMENTPlacement Consultant Agreement • October 10th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • Illinois
THIS AGREEMENT (“Agreement”) is made as of the 9th day of March, 2006, by and between EDGEWATER FOODS INTERNATIONAL, INC. (the “Company”), and, Pai’s International Trade, Inc. , a New York corporation (the “Consultant”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 20th, 2023 • Astra Energy, Inc. • Electric services • California
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made this16th day of January, 2023 (the “Effective Date”), by and among Astra Energy, Inc., a Nevada corporation, (“Buyer”), and Douglas Hampton (“Seller”). The Buyer and Seller shall collectively be referred to hereafter as the “Parties” and individually as a “Party” unless referred to specifically as the Buyer or the Seller. The common stock owned by Seller to be sold to Buyer was issued by Regreen Technologies, Inc., a California corporation (“Company”), to the Seller.
ADDENDUM TO COMMON STOCK PURCHASE AGREEMENT Dated August 4, 2022Common Stock Purchase Agreement • August 10th, 2022 • Astra Energy, Inc. • Electric services
WHEREFORE, on or about August 4, 2022, Astra Energy Inc. and Albert Mardikian entered into a Common Stock Purchase Agreement whereby Astra Energy Inc. purchased all of Albert Mardikian’s shares (66,230,268) and all interest in Regreen Technologies Inc. in exchange for 10,000,000 Common Shares of Astra Energy Inc. and $250,000.00 in cash pursuant to milestones delineated in Exhibit A of the Common Stock Purchase Agreement dated August 4, 2022.
LOCK-UP AGREEMENTLock-Up Agreement • November 7th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS AGREEMENT (this "Agreement") is dated as of November 5, 2007 by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
LOCK-UP AGREEMENTLock-Up Agreement • April 14th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS AGREEMENT (this "Agreement") is dated as of April 12, 2006 by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
SERVICES AGREEMENT for KERMIT HARRISServices Agreement for Kermit Harris • March 3rd, 2022 • Astra Energy, Inc. • Fishing, hunting and trapping • British Columbia
This Services Agreement (the “Agreement”) dated as of October 1, 2020 and effective as of October 1, 2020 is made by and between Astra Energy Inc. (the “Company”) and Kermit Harris (“Harris”).
MANAGEMENT LOCK-UP AGREEMENTManagement Lock-Up Agreement • May 30th, 2008 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS AGREEMENT (this "Agreement") is dated as of May 29, 2008 by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
Consulting AgreementConsulting Agreement • February 9th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
This agreement (the “Agreement”) dated and effective this 1st day of February 2007 by and between Kitsilano Capital Corp. (hereinafter referred to as “Consultant”), whose address is #311-3333 West 4th Avenue, Vancouver British Columbia V6R4R9 Canada and Edgewater Foods International, Inc. (OTCBB: EDWT), whose address is 400 Professional Drive, Suite 310, Gaithersburg, MD 20879 (hereinafter referred to as “EDWT”).
COMMON STOCK PURCHASE AGREEMENT Private and ConfidentialCommon Stock Purchase Agreement • August 10th, 2022 • Astra Energy, Inc. • Electric services • California
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made this 5th day of August 2022 (the “Effective Date”), by and among Astra Energy, Inc., a Nevada corporation, (“Buyer”), and Albert Mardikian (“Seller”). The Buyer and Seller shall collectively be referred to hereafter as the “Parties” and individually as a “Party” unless referred to specifically as the Buyer or the Seller. The common stock owned by Seller to be sold to Buyer was issued by Regreen Technologies, Inc., a California corporation (“Company”), to the Seller.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2006 • Edgewater Foods International, Inc. • Fishing, hunting and trapping
This Amendment No. 1 (this “Amendment”) is made and entered into as of the ____ day of May, 2006 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and the undersigned purchasers (the “Purchasers”) of shares of Series A Convertible Preferred Stock of the Company. Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Rights Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • March 3rd, 2022 • Astra Energy, Inc. • Fishing, hunting and trapping
NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows:
LOCK-UP AGREEMENTLock-Up Agreement • January 17th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York
THIS AGREEMENT (this "Agreement") is dated as of January 16, 2007 by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
