General Enterprise Ventures, Inc. Sample Contracts
RECITALSStock Purchase Agreement • March 16th, 2006 • General Environmental Management, Inc • Blank checks • California
Exhibit 10.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • New York
Exhibit 10.3 The Alliance Portfolio Guaranty Agreement THIS GUARANTY AGREEMENT, is made this September 12, 2005 by the undersigned General Environmental Management, Inc, a Delaware Corporation ("Guarantor(s)") in favor of The Alliance Portfolio its...Guaranty Agreement • September 30th, 2005 • General Environmental Management, Inc • Blank checks • California
BACKGROUNDStock Pledge Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • New York
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 28, 2006, by and between General Environmental Management, Inc., a Nevada corporation (the "Company"), and Laurus...Registration Rights Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • New York
Exhibit 10.3 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 3rd day of March, 2006, among GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the "Company"), Gibraltar Financial Corporation. ("Gibraltar"), and...Funds Escrow Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • Illinois
ContractWarrant Agreement • May 27th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
ARTICLE I CONTRACT RATE AND AMORTIZATIONSecured Convertible Term Note • March 7th, 2006 • General Environmental Management, Inc • Blank checks
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2025, between General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractPlacement Agent Warrant • May 27th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products
THIS PLACEMENT AGENT WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE ISSUER.
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • September 11th, 2009 • General Environmental Management, Inc • Hazardous waste management
AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of September, 2009, by and between CVC CALIFORNIA, LLC, a Delaware limited liability company (the “Lender”), and GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Borrower”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management
This Registration Rights Agreement (this “Agreement”) is made as of August 31, 2008 by GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the CVC California, LLC (the initial Holder) to enter into the Loan Agreement, make Loans from time to time thereunder, and/or acquire or hold Conversion Shares and/or Warrant Shares (as such terms are hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
GENERAL ENVIRONMENTAL MANAGEMENT, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, VALENS OFFSHORE SPV II, CORP., or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through the close of business October 31, 2014 (the “Expiration Date”), up to 476,509 fully paid and non-assessable shares of Common Stock (as hereinafter defined), $0.001 par value per share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein.
AMENDED AND RESTATED CONVERTIBLE TERM NOTEConvertible Term Note • September 11th, 2009 • General Environmental Management, Inc • Hazardous waste management • New York
This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws.
ContractWarrant Agreement • August 4th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
COMMON STOCK PURCHASE WARRANT GENERAL ENTERPRISE VENTURES, INC.Common Stock Purchase Warrant • August 11th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products • Wyoming
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BACKGROUNDSecurity Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • New York
SECURITIES PURCHASE AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE PURCHASERS From Time to Time Party Hereto and GENERAL ENVIRONMENTAL MANAGEMENT, INC. Dated: October 31, 2007Securities Purchase Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2007, among GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for each Purchaser, (the “Agent” and together with the Purchasers, the “Creditor Parties”).
ContractNote Agreement • November 18th, 2009 • General Environmental Management, Inc • Hazardous waste management • California
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS SECURITY IS “RESTRICTED” AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
GENERAL ENTERPRISE VENTURES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products • Wyoming
In consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:
June 1, 2009Loan Agreement • June 4th, 2009 • General Environmental Management, Inc • Hazardous waste management • New York
Reference is made to the Revolving Credit and Term Loan Agreement dated as of August 31, 2008 (the “Loan Agreement”), by and between CVC California, LLC (the “Lender”) and General Environmental Management, Inc. (the “Borrower”), and the Loan Documents described therein. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
This Agreement is made pursuant to the Securities Purchase Agreement dated as of the date hereof by and between the Company, the Investor, the other Purchasers and the LV Administrative Services Corp., as administrative and collateral agent for the Purchasers (as amended, restated modified and/or supplemented from time to time, the “Purchase Agreement”).
CONSULTING AGREEMENTConsulting Agreement • March 30th, 2026 • CitroTech Inc. • Chemicals & allied products • Ohio
THIS CONSULTING AGREEMENT (the “Agreement”), executed on the 1st day of April 2025 (the “Effective Date”), is entered into by and between GENERAL ENTERPRISE VENTURES, INC., a Wyoming corporation (the “Company”), and Theodore Ralston, an individual resident of the State of Ohio (the “Consultant”). The Company and the Consultant may be referred to singularly as “Party” or collectively as “Parties”.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • May 5th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
This Funds Escrow Agreement (this “Agreement”) is dated as of October 31, 2007 among General Environmental Management, Inc., a Nevada corporation (the “GEVM-NV”), General Environmental Management, Inc., a Delaware corporation (the “GEVM-DE”), General Environmental Management of Rancho Cordova, LLC (“Rancho”), GEM Mobile Treatment Services Inc. (“GEM”)(collectively, the “Company”), Valens U.S. SPV I, LLC (“Valens US”), Valens Offshore SPV II, Corp. (“Valens Offshore” and together with Valens US, the “Purchasers”) and Loeb & Loeb LLP (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2026 • CitroTech Inc. • Chemicals & allied products • California
THIS EMPLOYMENT AGREEMENT (the "Agreement"), executed on the 22nd day of September 2025 (the "Signing Date"), to be effective as of the 1st day of October 2025 (the "Effective Date"), is entered into by and between GENERAL ENTERPRISE VENTURES, INC., a Wyoming corporation (the "Employer"), and Wesley J. Bolsen, an individual residing in Colorado (the "Employee"). The Employer and the Employee may be referred to singularly as "Party" or collectively as "Parties".
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 27th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products • Wyoming
THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”) is dated as of February 28, 2025, by and between Grantor and BoltRock Holdings, LLC (“Secured Party”).
STOCK EXCHANGE AND STOCKHOLDERS AGREEMENTStock Exchange and Stockholders Agreement • June 1st, 2026 • CitroTech Inc. • Chemicals & allied products • Wyoming
This STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 28, 2026 (the “Effective Date”), is by and between CitroTech Inc., a Wyoming corporation (“CITR”), and BoltRock Holdings, LLC, a Delaware limited liability company (“Exchange Party”).
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONStock Purchase Agreement • January 29th, 2010 • General Environmental Management, Inc • Hazardous waste management
On November 13, 2009, Registrant entered into a Stock Purchase Agreement ("Agreement") with United States Environmental Response, LLC, a California limited liability company (“Seller”) pursuant to which the Registrant has purchased all of the issued and outstanding capital stock of California Living Waters, Incorporated ("CLW"), a privately held company. CLW owns all of the issued and outstanding capital stock of Santa Clara Waste Water Company (SCWW") a California corporation. CLW's only operating subsidiary is SCWW. The Agreement is subject to a rescission if Registrant does not pay certain indebtedness to its senior lender by close of business on March 12, 2010.
COMMON STOCK PURCHASE WARRANT GENERAL ENTERPRISE VENTURES, INC.Common Stock Purchase Warrant • August 4th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT GENERAL ENTERPRISE VENTURES, INC.Common Stock Purchase Warrant • August 8th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONSULTING AGREEMENTConsulting Agreement • May 27th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products • Ohio
THIS CONSULTING AGREEMENT (the “Agreement”), executed on the 1st day of April 2025 (the “Effective Date”), is entered into by and between GENERAL ENTERPRISE VENTURES, INC., a Wyoming corporation (the “Company”), and Anthony F. Newton, an individual resident of the State of Texas (the “Consultant”). The Company and the Consultant may be referred to singularly as “Party” or collectively as “Parties”.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Security Agreement • October 7th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products
This Warrant is issued pursuant to that certain Securities Purchase Agreement by and between the Company and the purchaser signatories thereto (the “Subscription Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Subscription Agreement. Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 21st, 2009 • General Environmental Management, Inc • Hazardous waste management
AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of August, 2009, by and between GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (the “Lender”), and MTS ACQUISITION COMPANY, INC., a California corporation (the “Borrower”).
JOINDER AGREEMENTJoinder Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
Reference is made to (a) the Revolving Credit and Term Loan Agreement dated as of August 31, 2008 (the “Loan Agreement”) by and between CVC California, LLC (the “Lender”) and General Environmental Management, Inc. (the “Borrower”), (b) the Guaranty Agreement dated as of August 31, 2008 (the “Guaranty”) made by the Borrower’s Subsidiaries in favor of the Lender, and (c) the Collateral Agreement dated as of August 31, 2008 (the “Collateral Agreement”) by and among the Borrower and its Subsidiaries (as “Grantors”) and the Lender. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
GENERAL ENTERPRISE VENTURES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2025 • General Enterprise Ventures, Inc. • Chemicals & allied products • New York