EHXIBIT 10.6 CONSULTING AGREEMENT This Consulting Agreement is made this 7th day of July, 2000 by and between Dr. Ruggero Maria Santilli 90 Eastwind Court, Palm Harbor, Florida 34683, the Institute for Basic Research, Inc. (collectively "Dr. Santilli"...Consulting Agreement • April 16th, 2001 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • Florida
ARTICLE I EXCHANGE OF STOCKShare Exchange Agreement • May 12th, 2000 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries • Florida
Exhibit 4.2 SECURITY AGREEMENT 1. Date. January 28, 2003 2. Parties. The parties to this Agreement are: Debtors: EARTHFIRST TECHNOLOGIES, INCORPORATED and EARTHFIRST SOLID SOLUTIONS, INC. and EARTHFIRST NEXTGAS, INC. and EARTHFIRST RESOURCES, INC. and...Security Agreement • May 14th, 2003 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • Florida
WITNESSETH:Warrant Agreement • May 12th, 2000 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries • New York
Exhibit 1 ContractLicensing Agreement • December 31st, 1998 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries • Florida
EXHIBIT CRegistration Rights Agreement • April 16th, 2001 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries
EXHIBIT 10.5 LETTER OF INTENT RELATING TO THE FORMATION OF EUROMAGNEGAS AND ASIAMAGNEGAS This Letter of Intent is a part of that certain Worldwide Exclusive Assignment, License and Royalty Agreement by and between Hadronic Press, Inc., and EarthFirst...Letter of Intent • April 16th, 2001 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries
1 Exhibit 10.6 THE ELECTROMAGNETION(TM) AQUAFUEL(TM) ENHANCE LICENSE AGREEMENT THIS AGREEMENT, effective this 8th day of [ILLEGIBLE] Lawrence Perovetz 50% owner of the Electro[ILLEGIBLE] Ruggero Maria Santilli 50% owner of the Elec [ILLEGIBLE]...License Agreement • May 12th, 2000 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries
EXHIBIT 10.1 EXCLUSIVE LICENSE AGREEMENT AGREEMENT made as of the 15th day of December, 1999, By and between Toups Technology Licensing, Inc, a Florida Corporation headquartered at 7887 Bryan Diary Rd., Suite 105, Largo, Florida 33777 ("TTL", the...Exclusive License Agreement • April 16th, 2001 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Securities Purchase Agreement"), and pursuant to the Note, the Option and the Warrants referred to therein and (ii) the Security Agreement, dated as of the date hereof, by and between the Purchaser, the Company and certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes, the Option and the Warrants referred to therein.
SALE OF CORPORATIONS ASSETS IN EXCHANGE FOR STOCK OF PURCHASING CORPORATION AGREEMENT dated April 29, 1998, by and between A. M. W. Metal Fabricators, Corporation, a Florida corporation (hereinafter "Seller") and Toups Technology Licensing, Inc., a...Asset Purchase Agreement • May 19th, 1998 • Toups Technologies Licensing Inc /Fl • Miscellaneous manufacturing industries • Florida
ContractWarrant Agreement • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
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 MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EARTHFIRST TECHNOLOGIES, INCORPORATED THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT 10.2 FORMATION AGREEMENT THIS AGREEMENT is made this 13 day of January 2001 by and among EARTHFIRST TECHNOLOGIES, INC., a Florida corporation ("EFT"), MARILYN CHIRINSKY ("Chirinsky"), JOHN RIVERA ("Rivera") and TOMORROWS INNOVATIVE TECHNOLOGY...Formation Agreement • April 16th, 2001 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and EARTHFIRST TECHNOLOGIES, INCORPORATED Dated: March 30, 2005Securities Purchase Agreement • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2005, by and between EARTHFIRST TECHNOLOGIES, INCORPORATED, a Florida corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
This Stock Pledge Agreement (this “Agreement”), dated as of March 30, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), EarthFirst Technologies, Incorporated, a Florida corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SECURITY AGREEMENTSecurity Agreement • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
EXHIBIT 10 AMENDMENT AND FORBEARANCE AGREEMENT AMENDMENT AND FORBEARANCE AGREEMENT (this "Agreement"), dated as of September19, 2007, by and among EARTHFIRST TECHNOLOGIES, INCORPORATED, a Florida corporation ("EFTI"), ELECTRIC MACHINERY ENTERPRISES,...Amendment and Forbearance Agreement • October 10th, 2007 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • December 20th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
This Agreement (this “Agreement”) is dated as of the 30th day of March, 2005 among EARTHFIRST TECHNOLOGIES, INCORPORATED, a Florida corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
ContractSecured Convertible Term Note • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EARTHFIRST TECHNOLOGIES, INCORPORATED THAT SUCH REGISTRATION IS NOT REQUIRED.
1 EXHIBIT 2.1 ACQUISITION AND STOCK EXCHANGE AGREEMENT This Acquisition and Stock Exchange Agreement ("Agreement") is made on this 15th day of May, 2000, by and between Toups Technology Licensing, Inc. ("TTL"), a Florida corporation, and John Stanton...Acquisition and Stock Exchange Agreement • May 30th, 2000 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries • Florida
1 Exhibit 10.15 EMPLOYMENT AGREEMENT This Agreement made and effective the 28th day of July 1997, by and between those persons who shall form a corporation named Toups Technology Licensing, Inc., of 801 West Bay Drive, Suite 707, Largo, Florida 34640...Employment Agreement • May 12th, 2000 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries • Florida
STOCK PURCHASE AND SHAREHOLDERS AGREEMENTStock Purchase and Shareholders Agreement • August 20th, 2007 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • Florida
This STOCK PURCHASE and SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of the 24th day of July, 2007 (the “Effective Date”), by and among EarthFirst Technologies, Inc. (“EFTI”), SolarDiesel Corporation f/k/a EarthFirst Americas, Inc., a Florida corporation or any corporation or other entity formed by Solar Diesel to own its shares and interest in the venture contemplated hereby (“SolarDiesel” or “the Company”), and Ultra Green Energy Corporation (“UGE”). EFTI and UGE shall collectively be referred to herein as the “Shareholders”).
1 Exhibit 10.14 Scientific Consulting Agreement This Agreement is made this January 1st, 2000 by and between Ruggero Maria Santilil acting for himself and as President of The Institute for Basic Research 90 Eastwinds Court, Palm Harbor, Florida 34683...Scientific Consulting Agreement • May 12th, 2000 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries • Florida
EXHIBIT 10.10 ROYALTY AGREEMENT This Royalty Agreement is made this ____ day of June, 2000 by and between BORS International, L.L.C. ("BIL"), Ennotech, Inc. ("Etech"), and EarthFirst Technologies, Inc. ("EarthFirst"). A. On June ____, 2000, Etech,...Royalty Agreement • April 16th, 2001 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries
LICENSE AGREEMENTLicense Agreement • August 14th, 2003 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • Florida
THIS LICENSE AGREEMENT is made and entered into this 30th day of April, 2003 by and between EARTHFIRST TECHNOLOGIES, INCORPORATED, a Florida corporation (“Licensor”), and 360 DEGREE ENERGY, INC., a Florida corporation (“Licensee”).
GUARANTYGuaranty • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of EarthFirst Technologies, Incorporated, a Florida corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any an
ContractSecured Revolving Note • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • 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, OR ANY STATE SECURITIES LAWS. 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EARTHFIRST TECHNOLOGIES, INCORPORATED THAT SUCH REGISTRATION IS NOT REQUIRED.
MANUFACTURING LICENSE AGREEMENT This AGREEMENT is made this Ist day of January, 1998, by and between Gerold Allen, 900 N.E. Edgewater: Cove, Claremore, Oklahoma, 74017 (hereinafter the "Licensor") and Toups Technology Licensing, Incorporated, a...Manufacturing License Agreement • March 11th, 1998 • Toups Technologies Licensing Inc /Fl • Oklahoma
ContractSecured Convertible Minimum Borrowing Note • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EARTHFIRST TECHNOLOGIES, INCORPORATED THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT 10.9 TECHNOLOGY ASSIGNMENT AND ROYALTY AGREEMENT This Technology Assignment and Royalty Agreement ("Agreement") is made this 16th day of June, 2000 by and between EarthFirst Technologies, Inc. ("EarthFirst"), a Florida corporation, its...Technology Assignment and Royalty Agreement • April 16th, 2001 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • Florida
RECITALSBalanced Oil Recovery System Lift License Agreement • May 12th, 2000 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries
BE IT KNOWNAssignment, License and Royalty Agreement • April 16th, 2001 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • Florida
ACQUISITION AND STOCK EXCHANGE AGREEMENTAcquisition and Stock Exchange Agreement • August 26th, 2004 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • Florida
This Acquisition and Stock Exchange Agreement (“Agreement”) is made on this 19 day of August, 2004, by and between EarthFirst Technologies, Inc. (“EFTI”), a Florida corporation, and Jaime Jurado and Teresa Jurado (collectively “Jurado”), individually, and Frank Sierra, Kathy E. Jurado, n/k/a Kathy Jurado Munoz, Kurt D. Jurado, Keith M. Jurado, Anthony LoCicero, James R. Davidson, Lawrence Pasetti; and Electric Machinery Enterprises, Inc. Employee Stock Ownership Trust (all of whom are collectively referred to herein as “Other Shareholders”).
EX-10(viii) Exchange of Share Agreement, re: Brounley Engineering SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made this30th of September, 1998, by and among TOUPS TECHNOLOGY LICENSING, INC., Florida corporation ("TTL")...Share Exchange Agreement • October 7th, 1998 • Toups Technology Licensing Inc /Fl • Miscellaneous manufacturing industries • Florida
EARTHFIRST TECHNOLOGIES, INCORPORATED AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • April 6th, 2005 • Earthfirst Technologies Inc • Miscellaneous manufacturing industries • New York
