ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 4th, 2006 • Malibu Minerals Inc. • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the terms and covenants herein and other good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties hereto agree as follows:
ContractSubscription Agreement • August 6th, 2007 • Malibu Minerals Inc. • Metal mining • New York
THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDAN
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2007 • Malibu Minerals Inc. • Metal mining • Nevada
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 31st day of July, 2007 by and among Malibu Minerals, Inc., a Nevada corporation (the “Company”), the persons whose name appears on the signature page attached hereto (individually a "Investor" and collectively, with all other investors, the "Investors").
SUPPLY OF SERVICES AGREEMENTSupply of Services Agreement • August 19th, 2009 • Flex Fuels Energy, Inc. • Metal mining • England and Wales
THIS SUPPLY OF SERVICES AGREEMENT (the “Agreement”) is entered into with effect from 1st July 2009 the “Effective Date”, between Flex Fuels Energy, Inc a Nevada corporation c/o Office of CSC Services of Nevada Inc, Resident Agent for Flex Fuels Energy Inc, 502 E John Street, Carson City, Nevada, 89706, USA (the “Company”), and David Miller, of Bryer Cottage, Halliford Road, Sunbury on Thames, Middlesex TW16 6DG, United Kingdom, whereby David Miller (“the Contractor”) agrees to provide certain services (“the Services”) to the Company. The Parties to this Agreement are the Company and David Miller.
THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED. VOID AFTER 5:00 P.M. EASTERN TIME, OCTOBER __, 2016 COMMON STOCK PURCHASE WARRANT For the...Flex Fuels Energy, Inc. • November 19th, 2009 • Metal mining • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 27th, 2009 • Flex Fuels Energy, Inc. • Metal mining • Nevada
This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 21st day of May 2009 by the shareholder of Flex Fuels Energy, Inc. indentified in Schedule A hereto (the “Seller”) and Flex Fuels Energy, Inc. (IRS Employer Identification No. 20-5242826), which has an address at c/o the ARM Partnership, Third Floor, 14 South Molton Street, London W1K 5QP (the “Buyer”).
MALIBU MINERALS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 6th, 2007 • Malibu Minerals Inc. • Metal mining • New York
This Placement Agent Agreement (the “Agreement”) confirms the retention by Malibu Minerals, Inc., a Nevada corporation (“MMI” or the “Company”), of International Capital Partners SA (“ICP” or the “Placement Agent”; the Company and ICP shall be collectively referred to as the “Parties”), to act as the sales agent, on a best efforts basis, in connection with the Placement (as defined below) for IOGI, on the terms set forth below.
SUPPLY OF SERVICES AGREEMENTSupply of Services Agreement • August 19th, 2009 • Flex Fuels Energy, Inc. • Metal mining • New York
THIS SUPPLY OF SERVICES AGREEMENT (the “Agreement”) is entered into with effect from 1st July 2009 the “Effective Date”, between Flex Fuels Energy Inc., a Nevada corporation (the “Company”), and The ARM Partnership (“ARM”), of 3rd Floor, 14 South Molton Street, London W1K 5QP, a UK Partnership of which Robert Galvin and Martin Thorp are Contractors, whereby ARM agrees to provide certain services (“the Services”) to be provided by Robert Galvin (“the Contractor”) to the Company. The Parties to this Agreement are the Company, ARM and the Contractor.
DATED 29th March 2007 Flex Fuels Energy Limited and Paul Gothard EMPLOYMENT AGREEMENT Solicitors and registered Foreign Lawyers Regulated by the Law SocietyEmployment Agreement • June 5th, 2007 • Malibu Minerals Inc. • Metal mining • England and Wales
EMPLOYEE EMPLOYMENT AGREEMENTEmployee Employment Agreement • April 17th, 2007 • Malibu Minerals Inc. • Metal mining • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated April 12, 2007 and effective as of the 1st day of December, 2006, is entered into by and between Malibu Minerals, Inc., a Nevada corporation (the “Company”), and James Laird (“Employee”).
SERVICE AGREEMENT datedService Agreement • March 3rd, 2010 • Flex Fuels Energy, Inc. • Metal mining
BIO ALTERNATIVE MEDICAL DEVICES LIMITED a company incorporated in England and Wales with company number 06873533 whose registered office is at 35 Sherway Drive, Timperley, Altrincham, Cheshire WA15 7NU (the “Company”); and
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 6th, 2008 • Flex Fuels Energy, Inc. • Metal mining
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 20th, 2011 • Flex Fuels Energy, Inc. • Metal mining • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2011, is entered into by and between Flex Fuels Energy, Inc., a Nevada corporation (“FXFL”), and Bio-AMD, Inc., a Nevada corporation (“Bio-AMD”).
To: The ARM Partnership ("You" or "you") Dated: January 7th 2011 Dear Sirs Consultancy AgreementConsultancy Agreement • March 23rd, 2011 • Flex Fuels Energy, Inc. • Metal mining
ContractLoan Agreement • March 22nd, 2010 • Flex Fuels Energy, Inc. • Metal mining • England and Wales
Dated 1st May 2009 WDX Organisation Limited and Flex Fuels Energy Inc Loan Agreement 37-41 Bedford Row LONDON WC1R 4JH t + 44 (0)20 7242 3191 f + 44 (0)20 7197 8010 DX 177 Chancery Lane
LOCK UP LETTER AGREEMENTLock Up Letter Agreement • January 5th, 2007 • Malibu Minerals Inc. • Metal mining • New York
EARLY WORKS AGREEMENT This agreement, entered into as of the 21st day of September 2007, in Cardiff, United Kingdom / Frankfurt am Main, Germany by and between Flex Fuels Energy Limited London EC3A 8EP United Kingdom - hereinafter called „FLEX“ - and...Early Works Agreement • October 9th, 2007 • Flex Fuels Energy, Inc. • Metal mining
Whereas, FLEX intends to install an integrated biodiesel production facility with an annual capacity of 200,000 tons biodiesel to be located within Cardiff, United Kingdom (hereinafter called “Plant”), and
Dear Sirs Consultancy AgreementFlex Fuels Energy, Inc. • March 3rd, 2010 • Metal mining
THIS AGREEMENT is made onAgreement • March 3rd, 2010 • Flex Fuels Energy, Inc. • Metal mining
Bio AMD Holdings Limited (company number 7155281) whose registered office is at Staple Court, 11 Staple Inn Buildings, London WC1V 7QH (“Company”);
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 13th, 2009 • Flex Fuels Energy, Inc. • Metal mining • Nevada
This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 9th day of October 2009 by the shareholder of Flex Fuels Energy, Inc. indentified in Schedule A hereto (the “Seller”) and Flex Fuels Energy, Inc, (IRS Employer Identification No -20-5242826) which has an address at c/o the ARM Partnership, Third Floor, 14 South Molton Street, London W1K 5QP (the “Buyer”).
ACQUISITION AGREEMENT AMONGAcquisition Agreement • January 5th, 2007 • Malibu Minerals Inc. • Metal mining
THIS DOCUMENT IS FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS HOLDING SHARES IN THE LIMITED COMPANY. THIS DOCUMENT IS NOT A PROSPECTUS PURSUANT TO SECTION 85 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, THIS DOCUMENT IS A COMMUNICATION WHICH FALLS WITHIN THE SCOPE OF THE SALE OF BODY CORPORATE EXEMPTION PURSUANT TO REGULATION 62 OF THE FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005.
DATED June 17, 2016 BIO-AMD UK HOLDINGS LIMITED -and- THE MANAGERS -and- BIO- AMD, INC.Subscription and Shareholders’ Agreement • August 15th, 2016 • Bio-Amd Inc. • Metal mining
Dated 1st May 2009 Flex Fuels Energy Inc and The Founders and WDX Organisation Limited Investment Agreement Solicitors TEACHER STERN 37-41 Bedford Row LONDON WC1R 4JH t + 44 (0)20 7242 3191 f + 44 (0)20 7197 8010 DX 177 Chancery LaneInvestment Agreement • March 22nd, 2010 • Flex Fuels Energy, Inc. • Metal mining • England and Wales
DATED June 20, 2016 MIDS Medical Limited and Zenosense, Inc. and Bio-AMD UK Holdings Limited and Bio-AMD, Inc.Subscription and Shareholders’ Agreement • August 15th, 2016 • Bio-Amd Inc. • Metal mining
VOTING TRUST AGREEMENTVoting Trust Agreement • January 5th, 2007 • Malibu Minerals Inc. • Metal mining • New York
THIS VOTING TRUST AGREEMENT (the "Voting Trust Agreement") is made and entered into as of this __ day of _______________, 2007, by and among the shareholders set forth on the signature page (collectively, the "Shareholders"), each a holder of "Shares" (as hereinafter defined) issued by Malibu Minerals, Inc., a Nevada corporation (the "Company"), together with such other present and/or future shareholders of the Company as may hereafter become parties hereto or holders of Voting Trust Certificates (all of the foregoing being hereinafter being individually referred to as a "Shareholder" and collectively referred to as the "Shareholders"), on the one hand and Sichenzia Ross Friedman Ference LLP with offices at 1065 Avenue of the Americas, 21st Floor, New York, NY 10018, and any successor or successors in trust (the "Trustee"), on the other hand.
Sci-Tech Daresbury Keckwick lane, Daresbury WA4 4FS T: +44(0)1925606 471 www.bioamd.comLetter Agreement • August 15th, 2016 • Bio-Amd Inc. • Metal mining • New York
This letter agreement (the “Agreement”) confirms the terms and conditions previously agreed between Bio-AMD Inc. a Nevada corporation with IRS Employer Identification Number 20-5242826 having an address at Sci-Tech Daresbury, Keckwick Lane, Daresbury, Cheshire WA4 4FS UK (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”) and XXXXX, an individual having an address at XXXXX and XXXXX, an individual having an address at XXXXX, the introducing agents (“Introducers”) in connection with the Phase 1 staged payments in an aggregate amount of £450,500 payable in tranches over a period of nine months (the “Investment”), and an optional Phase 2 funding, of the Company’s MIDS technology.
DATED23 JULY 2010Subscription Agreement • July 29th, 2010 • Flex Fuels Energy, Inc. • Metal mining
CLAUSE PAGE 1 DEFINITIONS 3 2 INTERPRETATION 5 3 CONDITIONS 6 4 COMPLETION 6 5 WARRANTIES 7 6 C ORDINARY SHARES 9 7 ANNOUNCEMENTS AND CONFIDENTIALITY 9 8 VARIATION OF ORIGINAL AGREEMENT 10 9 VARIATION OF THIS AGREEMENT AND THE ARTICLES 11 10 NOTICES 11 11 GENERAL 12 SCHEDULE 1 15 PART I – Founders 15 PART II - Issued share capital immediately following Completion 16 PART III - The Company 17 SCHEDULE 2 18 Conditions 18
BETWEEN: RECITALS: OPERATIVE PROVISIONS THIS DEED WITNESSES as follows:Flex Fuels Energy, Inc. • March 23rd, 2011 • Metal mining • England and Wales
ADDENDUM TO ACQUISITION AGREEMENT DATED DECEMBER 29, 2006 (“ACQUISITION AGREEMENT”) BY AND AMONG MALIBU MINERALS, INC., A NEVADA CORPORATION (“MALIBU”), FLEX FUELS ENERGY LIMITED, A COMPANY FORMED UNDER THE LAWS OF ENGLAND AND WALES (“FLEX FUELS”),...Acquisition Agreement • June 5th, 2007 • Malibu Minerals Inc. • Metal mining
This Addendum (the “Addendum”) is made and entered into as of the 29th day of May 2007. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them in the Acquisition Agreement.
