DYNECO CORPORATION WARRANT TO PURCHASE SHARES OF COMMON STOCK 2,000,000 SharesSubscription Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment • California
THIS CERTIFIES THAT, for value received, the undersigned purchaser MMA Capital, LLC, a Delaware Limited Liability Company, or its assigns (the “Holder”), is entitled to purchase TWO MILLION (2,000,000) Shares of Common Stock (as adjusted pursuant to Section 3 hereof)(“Shares”) of Dyneco Corporations, a Minnesota corporation (the “Company”), at a price of One Dollar ($1.00 U.S.) per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 3 hereof is herein referred to as the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, (a) the term “Common Stock” shall mean the Company’s presently authorized Common Stock, and any stock into or for which such Common Stock may hereafter be converted or exchanged, and (b) the term “Date of Grant” shall mean January 13, 2006.
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment • Florida
THIS STOCK EXCHANGE AGREEMENT (the “Agreement”) is made and entered into effective January 13, 2006, by and among DYNECO CORPORATION, a Minnesota corporation (“DynEco”), DYNAMIC LEISURE GROUP, INC., a Florida corporation (“Dynamic”), and the shareholders of Dynamic listed on the signature page and Exhibit A hereto, constituting all of the shareholders of Dynamic (collectively, the “Shareholders”).
EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENTExclusive Patent and Know-How License Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment
THIS AGREEMENT is made by and between Thomas C. Edwards, PhD, residing at 1426 Gleneagles Way, Rockledge, FL 32955 (hereinafter sometimes “Edwards”), and DynEco Corporation, a Minnesota corporation, having offices at 564 International Place, Rockledge, FL 32955 (hereinafter sometimes “DynEco”).
DYNECO CORPORATION SECURED CONVERTIBLE PROMISSORY NOTEDyneco Corp • January 23rd, 2006 • Pumps & pumping equipment • California
THIS CERTIFIES THAT, for value received, Dyneco Corporation a Minnesota corporation (the “Company”), promises to pay to MMA Capital, LLC, a Delaware Limited Liability Company, or its assigns (the “Holder”) the principal sum of Two Million Dollars ($2,000,000.00 U.S.), subject to the terms and conditions of this convertible promissory note (the “Note”), the Security Agreement between the Company and the Holder of even date herewith (the “Security Agreement”), and the Subscription Agreement between the Company and the Holder of even date herewith (the “Subscription”). In addition, the Company promises to pay to the Holder simple interest quarterly on all outstanding principal hereunder accruing at the rate of eight percent (8%) per annum (computed on the basis of a 360-day year), commencing from the Effective Date (as defined on the signature page below) until January 13, 2007, Note maturity date (the “Maturity Date”).
MODIFICATION AND WAIVER AGREEMENTModification and Waiver Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment
This Modification and Waiver Agreement (“Agreement”) dated as of January 13, 2006 is entered into by and among Dyneco Corporation, a Minnesota corporation (the “Company”) and the subscribers and Finders identified on the signature page hereto (each herein a “Subscriber” and collectively “Subscribers” or the “Parties”).
SEPARATION AGREEMENTSeparation Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment • Florida
WHEREAS, Edwards and DynEco are parties to a certain Employment Agreement dated as of January 1, 2004, as same may have been amended or modified (the “Employment Agreement”); and
SECURITY AGREEMENTSecurity Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment • California
This Security Agreement (the “Agreement”) is entered into on January 13, 2006, (the “Effective Date”) by and between Dyneco Corporation, a Minnesota corporation (“Dyneco”), and MMA Capital, LLC, a Delaware Limited Liability Company, or its assigns (the “Secured Party”) and is attached to that certain Secured Convertible Promissory Note of even date between the parties as Exhibit D and is incorporated therein by reference. Any capitalized terms that are not defined in this Agreement are ascribed the meaning given them in such Convertible Promissory Note.
