EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2011 • Nugen Holdings, Inc. • Engines & turbines • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 1, 2011 (the “Effective Date”), is by and between NuGen Holdings, Inc., a Delaware corporation (the “Company”), and Marshall G. Webb (the “Executive”).
CONVERSION AGREEMENTConversion Agreement • October 7th, 2010 • Nugen Holdings, Inc. • Engines & turbines • New York
CONVERSION AGREEMENT dated as of January 29, 2010 (this “Agreement”) among InovaChem, Inc., a Delaware corporation (“InovaChem”), NuGen Mobility, Inc., a Delaware corporation (“NuGen”), and Po Shin Wong (the “Holder”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 25th, 2010 • Nugen Holdings, Inc. • Engines & turbines • Texas
Technical Assistance Agreement for Light Transport Vehicle Electric Drive System Mahindra & Mahindra Ltd., India And NuGen Mobility Inc., USA Phase II & III $726,352.00 Date: June 09, 2009Assistance Agreement • August 30th, 2011 • Nugen Holdings, Inc. • Engines & turbines • Virginia
This Agreement has been made and entered into on the Ninth day of June 2009 by and between Mahindra & Mahindra Ltd., a company incorporated under the Indian Companies Act, 1913, Gateway Building, Apollo Bunder, Mumbai 400 001, India
February 11, 2010Letter Agreement • June 25th, 2010 • Nugen Holdings, Inc. • Engines & turbines
This letter agreement (this “Agreement”) confirms the agreement between Inovachem, Inc. (the “Company”) and certain existing investors in the Company set forth on Exhibit A attached hereto (the “Investors”) concerning the potential purchase of Class A Preferred Stock of the Company (the “Preferred Stock”) subject to and in accordance with the terms and conditions set forth in this Agreement. The undersigned is acting as agent of the Investors for purposes of this Agreement; provided however that: (i) the rights and obligations of each Investor hereunder are several and not joint; (ii) no action taken by any Investor hereunder shall be deemed to constitute the Investors as a partnership, group or joint venture or as acting in concert with one another; and (iii) each Investor shall be entitled to enforce its rights hereunder without regard to any other Investor.
CONVERSION AGREEMENTConversion Agreement • August 24th, 2010 • Nugen Holdings, Inc. • Engines & turbines • New York
CONVERSION AGREEMENT dated as of January 29, 2010 (this “Agreement”) among InovaChem, Inc., a Delaware corporation (“InovaChem”), NuGen Mobility, Inc., a Delaware corporation (“NuGen”), and Four M International, Inc. (the “Holder”).
FIRST AMENDMENT TO DEED OF LEASEDeed of Lease • January 13th, 2011 • Nugen Holdings, Inc. • Engines & turbines • Virginia
THIS FIRST AMENDMENT TO DEED OF LEASE (this “First Amendment”) is made as of the 1st day of October, 2010 (the “Effective Date”), by and between CIT GUILFORD DRIVE LLC, a Delaware limited liability company (“Landlord”), and NuGen MOBILITY, INC., a DELAWARE corporation (“Tenant”).
Martinez-Ayme SecuritiesInovaChem, Inc. • February 4th, 2010 • Blank checks • Florida
This agreement is to confirm our understanding of the engagement of Martinez-Ayme Securities (“MAS”) as investment banker to assist NuGen Mobility, Inc. (the “Company”), specifically to value and raise capital, as well as, advise, structure, make introductions and use our best efforts to position the company for a liquidity event. This event may take the form of registering and listing equity, outright sale of the Company, or licensing agreement(s) or arrangement(s). Any introductions, for the purpose of providing a financial investment in the Company, on terms acceptable to the Company, MAS shall inform the Company of the identity of proposed Investor whereupon MAS will be protected as to the compensation described below, with respect to any transaction involving such Investors, for a period of 24 months from the date of the introduction.
INVESTMENT BANKING AGREEMENTInvestment Banking Agreement • November 22nd, 2011 • Nugen Holdings, Inc. • Engines & turbines • New York
We are pleased to confirm our mutual understanding regarding the retention of John Carris Investments, LLC (“JCI”) by Nugen Mobility, Inc., its affiliates and assigns (collectively, the "Company"), subject to the terms and conditions of this agreement (the "Agreement").
SUBSCRIPTION AGREEMENTSubscription Agreement • January 6th, 2011 • Nugen Holdings, Inc. • Engines & turbines • New York
In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investment held jointly with such person’s spouse, or investments in which such person shares with such person’s spouse a community property or similar shared ownership interest. In determining whether spouses who are making a joint investment in the Partnership are qualified purchasers, there may be included in the amount of each spouse’s investments any investments owned by the other spouse (whether or not such investments are held jointly). There shall be deducted from the amount of any such investments any amounts specified by paragraph 2(a) of Annex 2 incurred by such spouse.
NuGen Holdings, Inc. Regulation S Subscription AgreementRegulation S Subscription Agreement • January 6th, 2011 • Nugen Holdings, Inc. • Engines & turbines • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 7th, 2010 • Nugen Holdings, Inc. • Engines & turbines • New York
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of November 5, 2009, among Eric Takamura (“Purchaser”), Hamilton Clark & Co. (“Seller”), and NuGen Mobility, Inc. (the “Company”).
ContractOption Agreement • March 9th, 2011 • Nugen Holdings, Inc. • Engines & turbines • Texas
NUGEN MOBILITY, INC SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2011 • Nugen Holdings, Inc. • Engines & turbines • Delaware
OPTION AGREEMENTOption Agreement • January 13th, 2011 • Nugen Holdings, Inc. • Engines & turbines • Delaware
WHEREAS, in consideration for the payment of $250, the Grantor has agreed to issue to the Grantee this option to purchase ______ shares of NuGen Mobility, Inc. (the “Company”) on the terms and conditions set forth in this Agreement; and
OPTION AGREEMENTOption Agreement • October 7th, 2010 • Nugen Holdings, Inc. • Engines & turbines • Delaware
WHEREAS, in consideration for the payment of $250, the Grantor has agreed to issue to the Grantee this option to purchase ______ shares of NuGen Mobility, Inc. (the “Company”) on the terms and conditions set forth in this Agreement; and
DEED OF LEASEDeed of Lease • January 13th, 2011 • Nugen Holdings, Inc. • Engines & turbines
By this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
REGULATION D SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONSubscription Agreement • April 18th, 2011 • Nugen Holdings, Inc. • Engines & turbines • New York
Subscription. The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase from NuGen Holdings, Inc., a Delaware corporation (the "Company") in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for the number of shares of Series B Convertible Preferred Stock and Warrants. The terms of the Series B Convertible Preferred Stock and Warrants are more fully described in the Certificate of Designation of the Preferred Stock and Warrant Agreement attached hereto as Exhibits A and B, respectively.
SUPPLY AGREEMENTSupply Agreement • August 14th, 2008 • InovaChem, Inc. • Blank checks • Texas
THIS SUPPLY AGREEMENT (hereinafter "Agreement") is made this 28th day of June, 2008, by and between InovaChem Inc., a Delaware corporation, with headquarters at 3040 Post Oak Blvd, Suite 1110, Houston, Texas 77056, USA (hereinafter “InovaChem”), and Polymed Therapeutics Inc., a Texas corporation, with headquarters at 3040 Post Oak Blvd, Suite 1110, Houston, Texas 77056, USA (hereinafter “Polymed”).
RELEASE AND SETTLEMENTRelease and Settlement • July 7th, 2011 • Nugen Holdings, Inc. • Engines & turbines
This Release and Settlement Agreement (this “Release”) is made and entered into as of this 30th day of June, 2011, between Alan Pritzker (“AP”) and NuGen Holdings, Inc. (the “Company”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME ON THE EXPIRATION DATENugen Holdings, Inc. • April 18th, 2011 • Engines & turbines
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
ASSET PURCHASE AGREEMENT dated as of July 13, 2007 by and between NuGen Mobility, a Delaware corporation; and New Generation Motors Corporation, a Delaware corporationAsset Purchase Agreement • February 4th, 2010 • InovaChem, Inc. • Blank checks • Virginia
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of July, 2007, by and among NuGen Mobility, a Delaware corporation (“Purchaser”), and New Generation Motors Corporation, a Delaware corporation with its principal executive offices located at 44645 Guilford Drive, Suite 201, Ashburn Virginia 20147 (“Seller”).
AGREEMENTAgreement • February 14th, 2008 • InovaChem, Inc. • Blank checks • New Jersey
SECOND, SELLER desires to sell all 100,000 of her issued and outstanding shares in Expedite to PURCHASER in consideration of the following.
MERGER AGREEMENTMerger Agreement • February 9th, 2010 • InovaChem, Inc. • Blank checks • Delaware
THIS MERGER AGREEMENT is made as of the January 29, 2010, by and among NuGen Mobility Inc., a Delaware corporation, having its principal place of business at 44645 Guilford Drive, Suite 201, Ashburn, Virginia 20147 (“NuGen”), InovaChem, Inc., a Delaware corporation, having its principal place of business at 3040 Post Oak Boulevard, Suite 1110, Houston, Texas 77056 (“InovaChem”), InovaChem Mergerco II, Inc., a Delaware corporation, having its principal place of business at 44645 Guilford Drive, suite 201, Ashburn, Virginia 20147 (“Mergerco”), and Erik Takamura (“E. Takamura”) and Ronald Takamura (“R. Takamura”) (E. Takamura and R. Takamura are collectively referred to as the “NuGen Stockholders”).
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • February 4th, 2010 • InovaChem, Inc. • Blank checks • Delaware
WHEREAS, each Seller desires to sell to InovaChem, and InovaChem desires to redeem and acquire from each Seller, all of Seller’s right, title and interest in and to the Shares upon the terms and conditions set forth in this Agreement;
CONDITIONAL GRANT AGREEMENTConditional Grant Agreement • June 25th, 2010 • Nugen Holdings, Inc. • Engines & turbines
This Agreement made this 30th day of October Two Thousand One between New Generation Motors Corporation having its registered office at 44645, Guilford Drive, Suite 201, Ashburn, Virginia 20147, U.S.A. (hereinafter referred to as "the Proposer" which expression shall unless it be repugnant to the subject or context thereof, include its successors as assigns).
ASSET PURCHASE AGREEMENT dated as of July 13, 2007 by and between NuGen Mobility, a Delaware corporation; and New Generation Motors Corporation, a Delaware corporationAsset Purchase Agreement • June 25th, 2010 • Nugen Holdings, Inc. • Engines & turbines • Virginia
THIS ASSIGNMENT AND ASSUMPTION Agreement (this “Agreement”) is made on this ___ day of August 2007 between New Generation Motors Corporation, a Delaware corporation (“Seller”), and NuGen Mobility Inc., a Delaware corporation (“Purchaser”).
EMPLOYEE SECRECY, INVENTION AND NONCOMPETITION AGREEMENTSecrecy, Invention and Noncompetition Agreement • October 7th, 2010 • Nugen Holdings, Inc. • Engines & turbines • Virginia
In consideration and as a condition of my employment or continued employment by New Generation Motors Corporation, a Virginia Corporation (the "Company"), and my compensation and benefits as a consequence thereof, I agree that my employment by the Company shall be governed by the following terms and conditions:
NUGEN MOBILITY, INC SUBSCRIPTION AGREEMENTSubscription Agreement • February 4th, 2010 • InovaChem, Inc. • Blank checks • Delaware
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • July 7th, 2008 • InovaChem, Inc. • Blank checks • Texas
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made as of the 28th day of June, 2008, by and among Trinterprise LLC, a Texas limited liability company having its principal place of business at 3040 Post Oak Boulevard, Suite 1110, Houston, Texas 77056 (“Trinterprise”), InovaChem, Inc., a Delaware corporation, having its principal place of business at 3040 Post Oak Boulevard, Suite 1110, Houston, Texas 77056 (“InovaChem”), InovaChem Mergerco, LLC, a Texas limited liability company, having its principal place of business at 3040 Post Oak Boulevard, Suite 1110, Houston, Texas 77056 (“Mergerco”), and William W. Zuo (“Zuo”), Xiaojing Li (“Li”), Shao Jun Xu (“Xu”), Henry Toh (“Toh”), and Lu Yiu (“Yiu” and together with Zuo, Li, Xu and Toh, the “Trinterprise Members”).
