O2diesel Corp Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 20th, 2007 • O2diesel Corp • Wholesale-groceries & related products • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 16, 2007, by and between O2DIESEL CORPORATION, a Delaware corporation, (the "Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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WITNESSETH
Employment Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • Washington
LOAN AGREEMENT
Loan Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • Washington
WAIVER AGREEMENT
Waiver Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products
by and between AAE Holdings PLC, Unit 11 Bridge Road, Haywards Heath, West Sussex RH17 5AG, United Kingdom
Cooperation Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products
WITNESSETH
Employment Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • Washington
INDEMNITY ESCROW AGREEMENT
Indemnity Escrow Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • New York
ASSIGNOR: ASSIGNEE:
Assignment of License Agreement • June 30th, 2000 • Dynamic Ventures Inc/Canada

FOR VALUE RECEIVED, Eric Boehnke ("Assignor"), for good and valuable consideration, does hereby sell, assign, and transfer to Dynamic Ventures Inc., a Washington corporation ("Assignee"), all of the rights, title and interest of Assignor and delegates to Assignee all of the duties of Assignor under that certain License Agreement dated April 10, 2000 by and between Assignor and Vitamineralherb.com Corp., a Nevada Corporation, a true copy of which is annexed hereto and made a part hereof.

WARRANT
O2diesel Corp • March 31st, 2008 • Miscellaneous chemical products

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

RECITALS
Option and Escrow Agreement • July 30th, 2003 • O2diesel Corp • Wholesale-groceries & related products • New York

THIS OPTION AND ESCROW AGREEMENT ("AGREEMENT") is made and entered into effective on the 10th day of July, 2003 by and among (i) O2Diesel Corporation (formerly, Dynamic Ventures Inc.), a Washington corporation ("O2DIESEL"), (ii) Distinct Holdings Ltd. (the "STOCKHOLDER") and (iii) Comerica Bank, a Michigan banking corporation (the "ESCROW AGENT"). O2Diesel, the Stockholder and the Escrow Agent are sometimes hereinafter referred to collectively as the "PARTIES."

WARRANT
O2diesel Corp • April 20th, 2006 • Wholesale-groceries & related products

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Employment Agreement (the “Agreement”), made and entered into this 1st day of October, 2005, by and between O2Diesel Corporation, a Delaware corporation (the “Company”), and David H. Shipman (the “Executive”).

FORM OF WARRANT
O2diesel Corp • July 20th, 2007 • Wholesale-groceries & related products

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

AMENDMENT NO. 1 TO COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • April 27th, 2006 • O2diesel Corp • Wholesale-groceries & related products

This Amendment No. 1 (the “Amendment”) to the Common Stock and Warrant Purchase Agreement, dated as of April 6th, 2006 (the “Purchase Agreement”), is made as of April 27, 2006 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and UBS AG, London Branch (the “Purchaser”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • February 20th, 2007 • O2diesel Corp • Wholesale-groceries & related products • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 16, 2007, by and between O2DIESEL CORPORATION, a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

Subject to review by O2Diesel local counsel SUPPLY AND DISTRIBUTION AGREEMENT
Supply and Distribution Agreement • January 10th, 2006 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Supply and Distribution Agreement (the “Agreement”), effective as of April 20, 2004 (the “Effective Date”), is made between [an O2Diesel corporation (“O2Diesel”), with offices at 200 Executive Drive, Newark, DE and ALOBAYA Corporation (“Distributor”) with offices at P.O.Box 1648 Al-Khobar, Kingdom of Saudi Arabia (each a “Party,” and collectively the “Parties”).

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • April 20th, 2006 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of April 6th, 2006 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and Standard Bank Plc (the “Purchaser”).

CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Between O2 DIESEL CORPORATION and THE PURCHASER LISTED ON SCHEDULE 1 HERETO March 29, 2004
Convertible Preferred Stock Purchase Agreement • March 30th, 2004 • O2diesel Corp • Wholesale-groceries & related products • New York

THIS CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2004, between O2 Diesel Corporation, a corporation organized and existing under the laws of the State of Washington (the “Company”), and the purchaser listed on Schedule 1 hereto (the “Purchaser”).

January 31, 2008
Term Loan Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products • Delaware

This Amended and Restated Term Loan Agreement (this “Agreement”), dated as of December 22, 2006, (the “Effective Date”) and amended and restated as of January 31, 2008, is entered into by and among ProEco Energy Company, a South Dakota corporation (the “Borrower”), the Pledgors (as defined herein) and O2Diesel Corporation, a Delaware corporation as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).

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COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • October 4th, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of September 20, 2005 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and [Axwell Business S.A] (the “Purchaser”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 5th, 2005 • O2diesel Corp • Wholesale-groceries & related products

This Agreement and Plan of Merger (“Plan of Merger”), dated as of December 29, 2004, by and between O2Diesel Corporation (“O2Diesel”), a Washington corporation and O2Diesel Delaware Corporation, a wholly-owned Delaware subsidiary of the O2Diesel newly-formed solely for the purpose of reincorporating O2Diesel in the Sate of Delaware (“O2Diesel Delaware”).

FORM OF WARRANT
O2diesel Corp • October 4th, 2005 • Wholesale-groceries & related products

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Commercial Agreement
Commercial Agreement • November 2nd, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Commercial Agreement (the “Agreement”), effective as of October 28, 2005 (the “Effective Date”), is made between O2Diesel Corporation (“O2Diesel”), AAE Technologies International PLC (“O2Diesel Europe”) and Abengoa Bioenergy R&D, Inc. (“ABRD”) (each a “Party,” and collectively the (Parties”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2007 • O2diesel Corp • Wholesale-groceries & related products

This Amendment No. 1 (the “Amendment”) to the Employment Agreement, dated as of October 1, 2005 (the “Employment Agreement”), is made as of March 26, 2007 (the “Execution Date”), by and between O2Diesel Corporation, a Delaware corporation (the “Company”) and David H. Shipman (the “Executive”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 27th, 2007 • O2diesel Corp • Wholesale-groceries & related products • Delaware
LICENCE AGREEMENT
Licence Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
FORM OF INCENTIVE STOCK OPTION AGREEMENT
Restricted Stock Purchase Agreement • July 28th, 2006 • O2diesel Corp • Wholesale-groceries & related products • Delaware
SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
SEPARATION AGREEMENT
Separation Agreement • August 3rd, 2007 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Separation Agreement (the “Agreement”), made and entered into as of the 31st day of July 2007, by and between 02Diesel Corporation, a Delaware corporation (the “Company”), and Richard J. Roger (the “Executive”).

LICENCE AGREEMENT
Licence Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
FORM OF COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Form of Common Stock and Warrant Purchase Agreement • July 20th, 2007 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of _________, 2007 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and ______________ (the “Purchaser”).

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products • Delaware

O2Diesel Corporation, a Delaware corporation, with file number 3857061 and publicly traded on the American Stock Exchange and having its Principal Executive Offices at 100 Commerce Drive, Suite 301, Newark, Delaware 19713 (the “Company”),

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