Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated October 23, 2006 by and between: COATES INTERNATIONAL, LTD.., a Delaware corporation (the "Company" or the "Employer"), AND GEORGE J. COATES, an individual having an...Employment Agreement • October 25th, 2006 • Coates International LTD \De\ • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 11th, 2017 • Coates International LTD \De\ • Engines & turbines • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 5, 2017, by and between COATES INTERNATIONAL, LTD., a Delaware corporation, with headquarters located at 2100 Highway 34, Wall Township, New Jersey 07719 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2018 • Coates International LTD \De\ • Engines & turbines • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 15, 2018, by and between Coates International, Ltd., a Delaware corporation, with headquarters located at Highway 34 & Ridgewood Road, Wall Township, NJ 07719 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 110 Wall Street, Suite 5-070, New York, NY 10005 (the “Buyer”).
BACKGROUNDLicense Agreement • April 13th, 2004 • Coates International LTD \De\ • Motor vehicle parts & accessories
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2018 • Coates International LTD \De\ • Engines & turbines • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 16, 2018, by and between COATES INTERNATIONAL, LTD., a Delaware corporation, with its address at 2100 Highway 34, Wall Township, New Jersey 07719 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
ANDEmployment Agreement • October 25th, 2006 • Coates International LTD \De\ • Motor vehicle parts & accessories • New York
Recitals:License Agreement • October 25th, 2006 • Coates International LTD \De\ • Motor vehicle parts & accessories • New Jersey
BACKGROUNDLicense Agreement • November 3rd, 2005 • Coates International LTD \De\ • Motor vehicle parts & accessories
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2011 • Coates International LTD \De\ • Motor vehicle parts & accessories • Massachusetts
This agreement supersedes and nullifies all prior written and or agreements, including that registration rights agreement dated August 23, 2011 and executed by the parties.
INVESTMENT AGREEMENTInvestment Agreement • June 7th, 2011 • Coates International LTD \De\ • Motor vehicle parts & accessories • Massachusetts
This agreement supersedes and nullifies all prior written and or agreements, including that certain investment agreement dated August 23, 2011 and executed by the parties.
BACKGROUNDSublicense Agreement • January 27th, 2006 • Coates International LTD \De\ • Motor vehicle parts & accessories
ANDEmployment Agreement • October 25th, 2006 • Coates International LTD \De\ • Motor vehicle parts & accessories • New York
EQUITY PURCHASE AGREEMENT BY AND BETWEEN COATES INTERNATIONAL, LTD. AND SOUTHRIDGE PARTNERS II, LP Dated July 29, 2015Equity Purchase Agreement • July 30th, 2015 • Coates International LTD \De\ • Engines & turbines • New York
THIS EQUITY PURCHASE AGREEMENT entered into as of the 29th day of July, 2015 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership ("INVESTOR"), and COATES INTERNATIONAL, LTD., a Delaware corporation (the "COMPANY").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2015 • Coates International LTD \De\ • Engines & turbines • New York
This Registration Rights Agreement ("Agreement"), dated July 29, 2015, is made by and between COATES INTERNATIONAL, LTD., a Delaware corporation ("Company"), and SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (the "Investor").
AMENDMENTAmendment • November 3rd, 2005 • Coates International LTD \De\ • Motor vehicle parts & accessories
ARTICLE 1 EMPLOYMENTEmployment Agreement • October 25th, 2006 • Coates International LTD \De\ • Motor vehicle parts & accessories • New York
BACKGROUNDLicense Agreement • January 27th, 2006 • Coates International LTD \De\ • Motor vehicle parts & accessories
COATES INTERNATIONAL, LTD. Convertible NoteCoates International LTD \De\ • November 13th, 2014 • Engines & turbines • Nevada
FOR VALUE RECEIVED, COATES INTERNATIONAL, LTD., a Delaware corporation (the "Company"), hereby promises to pay to the order of Cardinal Capital Group, Inc. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2015 • Coates International LTD \De\ • Engines & turbines • Utah
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 14, 2015, is entered into by and between Coates International, Ltd., a Delaware corporation (the “Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (the “Buyer”).
Exhibit 10.18 AGREEMENT OF SALE This Agreement of Sale made this 27th day of July, 2004, by and between WDH HOWELL, L.L.C., a New Jersey Limited Liability Company, having an address at 1 Central Avenue, Farmingdale, NJ 07727, Attn: William D. Hurley,...Agreement of Sale • August 20th, 2004 • Coates International LTD \De\ • Motor vehicle parts & accessories • New Jersey
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2007 • Coates International LTD \De\ • Motor vehicle parts & accessories • New Jersey
WHEREAS, the Company and the Executive signed on October 23, 2006 (the “Effective Date”), an employment agreement (the “Original Employment Agreement”); and
LICENSE AGREEMENTLicense Agreement • December 15th, 2016 • Coates International LTD \De\ • Engines & turbines • New Jersey
THIS LICENSE AGREEMENT (“Agreement”), dated this 5TH day of December, 2016, by and between COATES INTERNATIONAL, LTD., having its principal place of business at Route 34 and Ridgewood Road, Wall Township, New Jersey 07719 USA (hereinafter referred to as “Licensor”) and SECURE SUPPLIES SE Asia LLC, having its principal place of business at 65 / 2 moo Soi Bangtao, 14 Cherng Talay Thalang Phuket Thailand 83110, SECURE SUPPLIES HK LLC, having its principal place of business at 3905 Two Exchange Square, 8 Connaught Place Central Hong Kong, SECURE SUPPLY USA, having its principal place of business at 1000 N West St. Ste. 1501, City of Wilmington, New Castle County, Delaware, 19801, USA and SECURE SUPPLIES MEXICO LLC, 122- 15TH Street, #695, Delmar, California 92014, USA and their subsidiaries (hereinafter collectively referred to as “Licensee”).
LEASE SCHEDULE NO. 001 TO MASTER LEASE AGREEMENT NO. PFE0019Master Lease Agreement • November 14th, 2013 • Coates International LTD \De\ • Engines & turbines • Utah
This Lease Schedule No. 001 dated August 15, 2013 (the "Schedule") between PARADIGM COMMERCIAL CAPITAL GROUP CORP (the "Lessor") and COATES INTERNATIONAL, LTD. (the "Lessee") incorporates by reference the terms and conditions of Master Lease Agreement No. PFE0019 dated August 15, 2013 (the "Master Lease"), the Property invoice ("Property" Description) and the Schedule A ("Stipulated Loss Schedule"), and constitutes a separate lease between Lessor and Lessee and is referred to herein as the "Lease". Lessor shall have the right to replace this Schedule with multiple Schedules for the purpose of segregating the Property into separate Lease Schedules. All capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Master Lease.
Memorandum of UnderstandingCoates International LTD \De\ • March 30th, 2010 • Motor vehicle parts & accessories
This memorandum of understanding among Coates International, Ltd. (CIL), Well To Wire Energy, Inc. (WWE) and Almont Energy, Inc. (Almont) is intended to achieve the collective strategic business objectives of the parties in connection with the licenses for the Coates Spherical Rotary Valve Technology in the territories of Canada and the United States in accordance with the “Field of Use”, as defined in each respective license agreement. The primary objective is to provide increased assurance to CIL that monies due it under the US and Canadian licensing agreements with WWE will be paid and to grant an exclusive license to Almont for the territory of Canada and the rights to the US license with WWE, provided however, that no grant of the US License shall be made until the down payment towards the licensing fee is paid in full. The following presents the agreed-upon binding obligations of the parties upon execution of this memorandum of understanding.
BACKGROUNDSublicense Agreement • April 15th, 2004 • Coates International LTD \De\ • Motor vehicle parts & accessories
Preliminary Letter of IntentCoates International LTD \De\ • March 30th, 2011 • Motor vehicle parts & accessories
This letter sets forth our non-binding letter of intent ("Letter of Intent") between Coates International Ltd. ("CIL"), The Coates Trust ("T.C.T.") and a Chinese Heavy Equipment Manufacturer (“CHEM”) this 3rd day of December, 2010.
Coates International, Ltd. Convertible NoteCoates International LTD \De\ • March 31st, 2014 • Engines & turbines • California
FOR VALUE RECEIVED, Coates International, Ltd., a Delaware corporation (the "Company"), hereby promises to pay to the order of Black Mountain Equities, Inc. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the Funding Date, as hereinafter defined, until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
AGREEMENTAgreement • November 9th, 2018 • Coates International LTD \De\ • Engines & turbines • New Jersey
THIS AGREEMENT entered into as of this 15th day of August, 2018, by and between COATES INTERNATIONAL, LTD, a Nevada Corporation, having an address of 2100 Route 34, Wall Township, NJ 07719 (the “Seller”), and W & S INVESTMENTS, L.L.C., A New Jersey Limited Liability Company, AND/OR ITS ASSIGNS, having an address of P.O. Box 496, Allenwood, NJ 08720 (the “Purchaser or Buyer”).
Exhibit 10.15 AMENDMENTCoates International LTD \De\ • January 27th, 2006 • Motor vehicle parts & accessories
FIRST COMMERCIAL FUNDING, LLC Two BRENTWOOD COMMONS, SUITE 150 BRENTWOOD, TENNESSEE 37027 OFFICE: 615-371-6174 FAx: 615-373-1582 JOINT VENTURE AGREEMENTJoint Venture Agreement • March 5th, 2010 • Coates International LTD \De\ • Motor vehicle parts & accessories • New Jersey
This JOINT VENTURE AGREEMENT (the "Agreement") is made this 20 day of October. 2009 (the "Effective Date") by and between First Commercial Funding, LLC, a (insert name of state) Limited Liability Company, havine its principal place of business at Two Brentwood Commons, Suite 150, Brentwood. TN 37027 ("FCF") and Coates International, Ltd„ a Delaware Corporation having its principal place of business at 2100 highway 34 and Ridgewood Road, Wall Township. NJ 07717 (the "Co-Venturer"). Each of the foregoing is a "Party" and together' they are the "Parties.").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2007 • Coates International LTD \De\ • Motor vehicle parts & accessories • New Jersey
WHEREAS, Executive is a research scientist in the field of design and development of power units and propulsion system of all types, including combustion engines, gas turbines, steam turbines and pulse detonation rocket engines; and
LICENSE AGREEMENTLicense Agreement • April 11th, 2008 • Coates International LTD \De\ • Motor vehicle parts & accessories • New Jersey
THIS LICENSE AGREEMENT (“Agreement”), dated as of this 29th day of January, 2008 by and between COATES INTERNATIONAL, LTD., having its principal place of business at Route #34 and Ridgewood Road, Wall Township, New Jersey 07719 (hereinafter referred to as Licensor) and WELL TO WIRE ENERGY INC., having its principal place of business at Suite 17, 1700 Varsity Estate Drive, NW, Calgary, Alberta, Canada T3B2W9 (hereinafter referred to as Licensee).
INVESTOR RELATIONS CONSULTING AGREEMENTInvestor Relations Consulting Agreement • February 17th, 2012 • Coates International LTD \De\ • Engines & turbines • California
This Investor Relations Consulting Agreement for Investor Relations Services (this “Agreement”) is entered into as of February 2, 2012, by and between Coates International Ltd. (the “Company”), and ATG Inc (“IR Consultant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 15th, 2015 • Coates International LTD \De\ • Engines & turbines • Illinois
IN MAKING AN INVESTMENT DECISION THE INVESTOR MUST RELY ON HIS OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
ContractCoates International LTD \De\ • September 15th, 2015 • Engines & turbines • Illinois
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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.
