EXHIBIT 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • February 3rd, 2005 • Zen Pottery Equipment Inc • Structural clay products • Colorado
WHEREAS:Registration Rights Agreement • October 19th, 2005 • Xethanol Corp • Structural clay products • Illinois
EXHIBIT 10.1 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), made this ___ day of January 2005, by and between LUCAS ENERGY TOTAL RETURN PARTNERS, LLC, a ___________ limited liability company, having offices at...Security Agreement • February 3rd, 2005 • Zen Pottery Equipment Inc • Structural clay products • New York
XETHANOL CORPORATION FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this ____ day of _________ 200__, between a publicly-traded company (the "Company"), which will acquire by merger the business of Xethanol Corporation, and the...Subscription Agreement • March 15th, 2005 • Zen Pottery Equipment Inc • Structural clay products • New York
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made and entered into by and between Zen Pottery Equipment, Inc., a Colorado corporation ("Zen Pottery"), and Xethanol Corporation, a Delaware...Merger Agreement • March 9th, 2005 • Zen Pottery Equipment Inc • Structural clay products • Colorado
Purchase Agreement, dated April 3, 2006, by and among Xethanol Corporation, a Delaware corporation, and the Investors. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2006 • Xethanol Corp • Structural clay products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 3, 2006, among Xethanol Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Registration Rights Agreement dated April 3, 2006 by and among Xethanol Corporation and the Investors. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2006 • Xethanol Corp • Structural clay products • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of April 3, 2006, by and among Xethanol Corporation, a Delaware corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2006 • Xethanol Corp • Structural clay products • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 14, 2006, is made by and among Xethanol Corporation., a Delaware corporation (the “Company”), Crestview Capital Master, LLC (“Crestview”), and TOIBB Investment, LLC (“TOIBB”) (each of Crestview and TOIBB are referred to herein as a “Holder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Investment Agreement (as defined below).
Technology Access Agreement, dated as of June 15, 2006, by and between Xethanol Corporation and H2Diesel, Inc. TECHNOLOGY ACCESS AGREEMENTTechnology Access Agreement • June 16th, 2006 • Xethanol Corp • Structural clay products
This Technology Access Agreement (the “Agreement”) is made by and between H2Diesel, Inc., a Delaware corporation (hereinafter “H2Diesel”) and Xethanol Corporation, a Delaware corporation (hereinafter “Xethanol”), effective as of the 15th day of June, 2006 (the “Effective Date”).
Non-Qualified Stock Option Agreement Issued to: _________________Non-Qualified Stock Option Agreement • August 8th, 2007 • Xethanol Corp • Structural clay products • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 20th, 2009 • Global Energy Holdings Group, Inc. • Structural clay products • New York
THIS IS A STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March 17, 2009 (the “Effective Date”), by and between Global Energy Holdings Group, Inc., a Delaware corporation (“Global”), and 2020 Energy, LLC, an Arizona limited liability company (“Purchaser”). Global and Purchaser are each a “Party,” and collectively the “Parties.”
Amended and Restated Sublicense Agreement, dated as of June 15, 2006, by and between Xethanol Corporation and H2Diesel, Inc AMENDED AND RESTATED SUBLICENSE AGREEMENTSublicense Agreement • June 16th, 2006 • Xethanol Corp • Structural clay products
This Amended and Restated Sublicense Agreement (the "Agreement") is made by and between H2Diesel, Inc., a Delaware corporation (hereinafter "Sublicensor") and Xethanol Corporation, a Delaware corporation (hereinafter "Sublicensee"), as of the 15th day of June, 2006 (the “Effective Date”).
STOCK PURCHASE AND TERMINATION AGREEMENTStock Purchase and Termination Agreement • October 10th, 2007 • Xethanol Corp • Structural clay products • New York
This Stock Purchase and Termination Agreement (the “Agreement”), dated as of October 5, 2007, is entered into by and among H2Diesel Holdings, Inc., a Florida corporation (“Holdings”), H2Diesel, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“H2Diesel”), and Xethanol Corporation, a Delaware corporation (“Xethanol”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • Xethanol Corp • Structural clay products • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 19th day of June, 2007 between Xethanol Corporation (the “Company”) and Thomas Endres (the “Executive”) to amend and restate the employment agreement between them dated September 7, 2006 (the “Original Agreement”).
PURCHASE AND SALE AGREEMENT dated as of August 4, 2006 among PFIZER INC., G.D. SEARLE LLC, AUGUSTA BIOFUELS, LLC and COASTALXETHANOL LLCPurchase and Sale Agreement • March 26th, 2007 • Xethanol Corp • Structural clay products • New York
This Purchase and Sale Agreement is made and entered into as of this 4th day of August, 2006, among Pfizer Inc., a Delaware corporation (“Pfizer”), G.D. Searle LLC, a Delaware limited liability company, Augusta Biofuels, LLC, a Georgia limited liability company (“Purchaser”), and CoastalXethanol LLC, a Delaware limited liability company (“CoastalXethanol”).
Contract No. C08-210121Master Agreement for Energy Services • April 15th, 2009 • Global Energy Holdings Group, Inc. • Structural clay products • Florida
THIS MASTER AGREEMENT FOR ENERGY SERVICES (hereinafter referred to as the "Agreement") is entered into by and between Gulf Power Company with a principle office in Pensacola, Florida, (hereinafter referred to as "Corporation"), and GLOBAL ENERGY SYSTEMS, INC., a Delaware Corporation, with its principle office at 3348 Peachtree Rd., NE, Tower Place 200, Suite 250, Atlanta, GA 30326 (hereinafter referred to as "Contractor"), and is effective on the date it is executed by the latter of Corporation and Contractor.
XETHANOL CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • October 14th, 2008 • Xethanol Corp • Structural clay products • Georgia
THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of this 9th day of October 2008 by and between Xethanol Corporation, a Delaware corporation (the “Company”), and ______________________________ (the “Optionee”). Capitalized terms not defined in this Agreement have the meanings given in the Xethanol Corporation 2005 Incentive Compensation Plan, as amended effective February 12, 2008 (the “Plan”).
ESCROW AGREEMENTEscrow Agreement • March 26th, 2007 • Xethanol Corp • Structural clay products • Georgia
THIS ESCROW AGREEMENT (the "Agreement") is made and entered into on November 7, 2006, by and among Ellis, Painter, Ratterree & Adams LLP, whose address for notice is P.O. Box 9946, Savannah, Georgia 31412, as escrow agent (the "Escrow Agent"), Xethanol Corporation, whose address for notice is as set forth in the Amended and Restated Asset Purchase Agreement set forth below, as buyer (the “Buyer”), and Carolina Fiberboard Corporation LLC, whose address for notice is James Andrew Saputo, Jr., Esq., Thompson & Saputo, PLLC, 1708 Trawick Road, Suite 111, Raleigh, North Carolina 27604, as sellers (hereinafter, collectively and individually, the "Sellers").
Organizational Agreement, dated as of May 30, 2006, by and between Xethanol Corporation, a Delaware corporation, Coastal Energy Development, Inc., a Georgia corporation. ORGANIZATIONAL AGREEMENTOrganizational Agreement • June 2nd, 2006 • Xethanol Corp • Structural clay products • New York
This Organizational Agreement is made as of the 30th day of May, 2006 by and among Xethanol Corporation, a Delaware corporation with an address at 1185 Avenue of the Americas, 20th Floor, New York, NY 10036 ("Xethanol"), Coastal Energy Development, Inc., a Georgia corporation with an address at 2 East Bryan Street, Suite 610, Savannah, Georgia 31401 (“CED”) and CoastalXethanol, LLC, a Delaware limited liability company with an address at 2 East Bryan Street, Suite 610, Savannah, Georgia 31401(“CX”).
ContractEthanol Marketing Agreement • November 28th, 2006 • Xethanol Corp • Structural clay products
In July 2006, Xethanol BioFuels LLC (“BioFuels”), a wholly-owned subsidiary of Xethanol Corporation, and Aventine Renewable Energy Holdings, Inc. (“Aventine”) agreed to amend their ethanol marketing agreement dated as of May 20, 2005. Under the amended marketing agreement, Aventine will purchase all 41 million gallons of ethanol that BioFuels will be capable of producing after completion of the expansion of BioFuels production facility in 2007 on the same terms and subject to the same conditions as Aventine is obligated under the original marketing agreement to purchase all 6 million gallons that BioFuels is currently capable of producing.
Agreement and Plan of Acquisition, dated as of June 13, 2006 by and between Advanced Biomass Gasification Technologies, Inc., UTEK Corporation and Xethanol Corporation.Agreement and Plan of Acquisition • June 16th, 2006 • Xethanol Corp • Structural clay products • Delaware
This Agreement and Plan of Acquisition (Agreement) is entered into by and between Advanced Biomass Gasification Technologies, Inc., a Florida corporation (ABGT), UTEK CORPORATION, a Delaware corporation (UTEK), and Xethanol Corporation, a Delaware corporation (XTHN).
EXHIBIT 4.1 SENIOR SECURED ROYALTY INCOME NOTE ----------------------------------Senior Secured Royalty Income Note • February 3rd, 2005 • Zen Pottery Equipment Inc • Structural clay products • New York
Management Agreement, dated as of April 14, 2006, by and between Xethanol Corporation and H2Diesel, Inc. MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 20th, 2006 • Xethanol Corp • Structural clay products • New York
This Management Services Agreement ("Agreement") is made and entered into as of this 14th day of April 2006 by and between H2Diesel, Inc., a Delaware corporation (the "Company") and Xethanol Inc., a Delaware corporation (the "Manager").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 26th, 2007 • Xethanol Corp • Structural clay products • New York
This Asset Purchase Agreement (the "Agreement" or “agreement”) is entered into as of August 7, 2006, by and between Carolina Fiberboard Corporation LLC (“CFC”), as seller (hereinafter referred to as the "Seller"), Victor Kramer ( the “Principal”), and Xethanol Corporation, as buyer (hereinafter, the “Buyer”); and, on the terms and conditions set forth below, Sellers have agreed to sell to Buyer, and Buyer has agreed to buy from Sellers, substantially all of the business and assets of Sellers. Now, therefore, in consideration of the premises, the mutual covenants, the representations and warranties, and the purchase price set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto each agrees as follows:
CONSULTING AGREEMENTConsulting Agreement • March 26th, 2007 • Xethanol Corp • Structural clay products • New York
This Consulting Agreement is made by and between Christopher d’Arnaud-Taylor ("Consultant"), residing at 360 West 22nd Street, 16B, New York, NY 10011 and Xethanol Corporation ("Xethanol"), a Delaware corporation, with its principal offices located at 1185 Avenue of the Americas, 20th Floor, New York, NY 10036.
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2007 • Xethanol Corp • Structural clay products • New York
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this [7th] day of September, 2006 between Xethanol Corporation (the "Company") and Thomas Endres (the "Executive").
Organizational Agreement, dated as of June 23, 2006, by and between Xethanol Corporation and Global Energy and Management LLC. ORGANIZATIONAL AGREEMENTOrganizational Agreement • June 29th, 2006 • Xethanol Corp • Structural clay products • New York
This Organizational Agreement is made as of the 23rd day of June, 2006 by and among Xethanol Corporation, a Delaware corporation with an address at 1185 Avenue of the Americas, 20th Floor, New York, NY 10036 ("Xethanol"), Global Energy and Management, LLC, a Connecticut limited liability company with an address at 130 Captains Drive, Westbrook, CT 06498 (“Global”) and NewEnglandXethanol, LLC, a Delaware limited liability company with an address at 130 Captains Drive, Westbrook, CT 06498 (the “Company”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 15th, 2009 • Global Energy Holdings Group, Inc. • Structural clay products • Florida
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made this 10th day of January, 2009, by and between the following parties:
Base Research Agreement, dated as of May 24, 2006 between the University of North Dakota Energy and Environmental Research Center and Advanced Biomass Gasification Technologies, Inc. BASE RESEARCH AGREEMENTBase Research Agreement • June 16th, 2006 • Xethanol Corp • Structural clay products • North Dakota
This document sets forth the Agreement between the following parties: the University of North Dakota Energy & Environmental Research Center, a public institution of higher education and an instrumentality of the state of North Dakota organized under the constitution of the state, having its principal place of business in Grand Forks, North Dakota (hereinafter referred to as CONTRACTOR), and Advanced Biomass Gasification Technologies, a wholly owned subsidiary of UTEK Corporation, a Florida corporation, having its principal place of business at 202 South Wheeler Street, Plant City, Florida 33563 (hereinafter referred to as SPONSOR). The parties to this Base Research Agreement are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • November 16th, 2007 • Xethanol Corp • Structural clay products • Illinois
MUTUAL TERMINATION AGREEMENT (the “Agreement”), dated as of November 14, 2007, by and between XETHANOL CORPORATION, a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).
Purchase Agreement, dated April 3, 2006, by and among Xethanol Corporation, a Delaware corporation, and Goldman. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2006 • Xethanol Corp • Structural clay products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 3, 2006, among Xethanol Corporation, a Delaware corporation (the “Company”), and Goldman Sachs & Co., a New York limited partnership, the “Investor”).
CONSULTING AGREEMENTConsulting Agreement • March 26th, 2007 • Xethanol Corp • Structural clay products • New York
This consulting agreement (the "Agreement") is made as of August 25, 2006, by and between Xethanol Corporation (hereinafter, the "Company") and Christopher d’Arnaud-Taylor (hereinafter, the "Consultant").
Global Energy Systems, Inc. Agreement C08-210121 Amendment Number One March 11, 2009Master Agreement for Contract Services • April 15th, 2009 • Global Energy Holdings Group, Inc. • Structural clay products
Exclusive Patent and Know-How Final License Agreement dated as of May 24, 2006 between the Energy and Environmental Research Center Foundation and Advanced Biomass Gasification Technologies, Inc. ENERGY & ENVIRONMENTAL RESEARCH CENTER FOUNDATION...Exclusive Patent and Know-How License Agreement • June 16th, 2006 • Xethanol Corp • Structural clay products • North Dakota
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Energy & Environmental Research Center Foundation (“LICENSOR”), a nonprofit foundation incorporated under the laws of North Dakota, EERC Foundation, 15 North 23rd Street, PO Box 9018, Grand Forks, ND 58202-9018, and Advanced Biomass Gasification Technologies, Inc. (ABGT* ), a wholly owned subsidiary of UTEK Corporation (“LICENSEE”), a Florida corporation, with a principal place of business at 202 South Wheeler Street, Plant City, Florida 33563.
Investment Agreement, dated as of April 14, 2006, by and among Xethanol Corporation, a Delaware corporation, H2Diesel, Inc., a Delaware corporation, and the Investors. INVESTMENT AGREEMENTInvestment Agreement • April 20th, 2006 • Xethanol Corp • Structural clay products • Delaware
This INVESTMENT AGREEMENT (the “Agreement”) is entered into as of this 14th day of April, 2006 (the “Effective Date”), by and among, Crestview Capital Master, LLC (“Crestview”), TOIBB Investment, LLC (“TOIBB”) (Crestview and TOIBB are referred to collectively as the “Investors” and each individually as an “Investor”), H2Diesel, Inc., a Delaware corporation (the “Company”), and Xethanol Corporation, a Delaware corporation (“Xethanol”).
