SUBSCRIPTION AGREEMENTSubscription Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April ____, 2005, by and among Energy & Engine Technology Corporation, a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ContractEnergy & Engine Technology Corp • June 6th, 2005 • Airports, flying fields & airport terminal services • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ENERGY & ENGINE TECHNOLOGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENT (Subsidiary)Security Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of April ___, 2005, among Barbara R. Mittman (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire convertible promissory notes issued and to be issued by Energy & Engine Technology Corporation (“Debtor”), a Nevada corporation, at about or prior to the date of this Agreement as described in the Security Agreements referred to in Section 1(a) below (collectively herein the “Notes").
ContractEnergy & Engine Technology Corp • June 6th, 2005 • Airports, flying fields & airport terminal services • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ENERGY & ENGINE TECHNOLOGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT H1 LIMITED STANDSTILL AGREEMENTExhibit H1 • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York
This AGREEMENT (the "Agreement") is made as of the ___ day of April, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of equity of Energy & Engine Technology Corporation, a Nevada corporation (the "Company").
EXHIBIT H-2 (Smyth) STANDSTILL AGREEMENTStandstill Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York
This AGREEMENT (the "Agreement") is made as of the ___ day of April, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of equity of Energy & Engine Technology Corporation, a Nevada corporation (the "Company").
ContractEnergy & Engine Technology Corp • June 6th, 2005 • Airports, flying fields & airport terminal services • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ENERGY & ENGINE TECHNOLOGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York
This Agreement is dated as of the ____ day of April, 2005 among Energy & Engine Technology Corporation, a Nevada corporation (the "Company"), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
