International Fuel Technology Inc Sample Contracts

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BETWEEN
Share Purchase Agreement • June 8th, 2001 • International Fuel Technology Inc • Blank checks • Missouri
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2014 • Fuel Performance Solutions, Inc. • Petroleum refining

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 22, 2014, between Fuel Performance Solutions, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

EXHIBIT 10.6 ================================================================== ============== SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 12th, 2001 • International Fuel Technology Inc • Petroleum refining • Missouri
EXHIBIT 10.6 SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 16th, 2001 • International Fuel Technology Inc • Blank checks • Missouri
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 28th, 2014 • Fuel Performance Solutions, Inc. • Petroleum refining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 22, 2014 between Fuel Performance Solutions, Inc. (formerly known as International Fuel Technology, Inc.), a Nevada corporation (the “Company”), and the Purchasers identified on the signature pages hereto (including their successors and assigns, each a “Purchaser” and collectively the “Purchasers”).

FUEL PERFORMANCE SOLUTIONS, INC. 10% SENIOR CONVERTIBLE NOTE
Convertible Security Agreement • August 28th, 2014 • Fuel Performance Solutions, Inc. • Petroleum refining • New York

This Note is one of a series of duly authorized and validly issued 10% Senior Convertible Notes of Fuel Performance Solutions, Inc. (formerly known as International Fuel Technology, Inc.), a Nevada corporation (the “Company”), having its principal place of business at 7777 Bonhomme Avenue, Suite 1920, St. Louis, Missouri 63105, designated as its 10% Senior Convertible Note (this note, the “Note ” and, collectively with the other notes of such series, the “Notes”).

Blencathia Acquisition Corporation 1504 R Street, NW Washington, D.C. December 5, 1997
Lock Up Agreement • February 9th, 1999 • Blencathia Acquisition Corp

As part of the sale of the shares of Common Stock of Blencathia Acquisition Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger or acquisition by the Company and the Company is no longer classified as a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 30th, 2016 • Fuel Performance Solutions, Inc. • Petroleum refining • New York

This Securities Purchase Agreement (this "Agreement") is dated as of ____________________, 2015 by and among Fuel Performance Solutions, Inc. (formerly known as International Fuel Technology, Inc.), a Nevada corporation (the "Company"), certain Board members of the Company, affiliates of the Company, (the "Affiliates") and the Purchasers identified on the signature pages hereto (including their successors and assigns, each a "Purchaser" and collectively the "Purchasers").

COMMON STOCK PURCHASE WARRANT FUEL PERFORMANCE SOLUTIONS, INC.
Common Stock Purchase Warrant • November 6th, 2014 • Fuel Performance Solutions, Inc. • Petroleum refining

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fuel Performance Solutions, Inc., a Nevada corporation (the “Company”), up to ________________ shares (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 FUEL PERFORMANCE SOLUTIONS, INC.
Common Stock Purchase Warrant • March 30th, 2016 • Fuel Performance Solutions, Inc. • Petroleum refining

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ___________________________ (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Fuel Performance Solutions, Inc., a Nevada corporation (the "Company"), up to __________________ shares (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).

EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2005 • International Fuel Technology Inc • Petroleum refining • Missouri

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between INTERNATIONAL FUEL TECHNOLOGY, INC., a Nevada corporation (the "Company"), and JAYNE A.WINFREY (the "Employee"), and is dated as of the fourth day of April, 2005.

EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2009 • International Fuel Technology Inc • Petroleum refining • Missouri

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between INTERNATIONAL FUEL TECHNOLOGY, INC., a Nevada corporation (the "Company"), and JONATHAN R. BURST (the "Employee"), and is dated as of May 15, 2009.

FORM OF NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • March 31st, 2010 • International Fuel Technology Inc • Petroleum refining • Missouri

This STOCK OPTION AGREEMENT (“Agreement”) dated [___________] is between INTERNATIONAL FUEL TECHNOLOGY, INC. (the “Company”), a Nevada corporation, and [Optionee], a(n) [employee and/or (non-employee) Director or non-employee Consultant] of the Company (the “Optionee”).

NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • July 3rd, 2007 • International Fuel Technology Inc • Petroleum refining • Missouri

This STOCK OPTION AGREEMENT (“Agreement”) dated July 2, 2007, (“Grant Date”) is between INTERNATIONAL FUEL TECHNOLOGY, INC. (the “Company”), a Nevada corporation, and STUART D. BEATH a(n) employee of the Company (the “Optionee”).

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • December 20th, 2004 • International Fuel Technology Inc • Petroleum refining

This Agreement is made as of December 15, 2004, by and between International Fuel Technology, a Nevada corporation (the "Company") and R C Holding Company (the "Shareholder").

EMPLOYMENT AGREEMENT
Employment Agreement • April 2nd, 2007 • International Fuel Technology Inc • Petroleum refining • Missouri

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between INTERNATIONAL FUEL TECHNOLOGY, INC., a Nevada corporation (the “Company”), and JONATHAN R. BURST (the “Employee”), and is dated as of the first day of January, 2002.

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Equity Investment Commitment between Rex Carr and International Fuel Technology, Inc.
Equity Investment Commitment • March 31st, 2008 • International Fuel Technology Inc • Petroleum refining

Effective December 11, 2007, I, Rex Carr, a director of International Fuel Technology, Inc. (the “Company”) and a holder of over five (5%) of the Company’s common stock agree to invest up to an aggregate of $1,000,000 in the Company (the “Commitment”), at such time or times as the Company may request, in the form of a purchase or purchases of restricted common stock of the Company. The Company may elect to draw from the Commitment at one time or from time to time, subsequent to March 1, 2008; provided, however, that the aggregate of such draws may not exceed $1,000,000. If and when the Company elects to utilize available Commitment funds, the Company shall issue to me that number of shares of restricted common stock of the Company equal to the value of the investment then provided to the Company. The number of shares to be issued will be calculated based on the closing price of the Company’s common stock as quoted on The OTC Bulletin Board on the date of the sale.

ARTICLE I
Convertible Debenture Purchase Agreement • May 10th, 2000 • International Fuel Technology Inc • Blank checks • New York
STRICTLY CONFIDENTIAL Mr. Jonathan Burst Chairman and Chief Executive Officer Fuel Performance Solutions, Inc. Suite 1920, 7777 Bonnhomme Avenue St. Louis, MO 63105 Dear Mr Burst
Placement Agent Agreement • November 6th, 2014 • Fuel Performance Solutions, Inc. • Petroleum refining • Missouri

This letter (the “Agreement”) constitutes the agreement between Fuel Performance Solutions Inc. (the “Company”) and The Benchmark Company LLC (“Benchmark”) that Benchmark shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of securities of the Company (the “Securities”). The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Benchmark would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Benchmark to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Benchmark with respect to securing

NOTE AND PLEDGE AGREEMENT
Note and Pledge Agreement • March 31st, 2008 • International Fuel Technology Inc • Petroleum refining
FORM OF NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • March 31st, 2010 • International Fuel Technology Inc • Petroleum refining • Missouri

This STOCK OPTION AGREEMENT (“Agreement”) dated [________], (“Grant Date”) is between INTERNATIONAL FUEL TECHNOLOGY, INC. (the “Company”), a Nevada corporation, and [Optionee], a(n) [employee and/or (non-employee) Director or non-employee Consultant] of the Company (the “Optionee”).

Contract
Subordinated Note • March 30th, 2016 • Fuel Performance Solutions, Inc. • Petroleum refining • New York

THIS SECURITY 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. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • July 3rd, 2007 • International Fuel Technology Inc • Petroleum refining • Missouri

THIS SEPARATION AGREEMENT AND RELEASE (hereinafter referred to as the “Agreement”) dated June 29, 2007, is entered into by and between GARY S. HIRSTEIN (“EMPLOYEE”) and INTERNATIONAL FUEL TECHNOLOGY, INC., a Nevada corporation (“EMPLOYER”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2007 • International Fuel Technology Inc • Petroleum refining • Missouri

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between INTERNATIONAL FUEL TECHNOLOGY, INC., a Nevada corporation (the “Company”), and STUART D. BEATH (the “Employee”), and is dated as of July 2, 2007.

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