ESCROW AGREEMENTEscrow Agreement • November 21st, 2006 • Cab-Tive Advertising, Inc. • Nevada
AGREEMENT made as of the 20th day of November 2006 by and between Cab-Tive Advertising, Inc. (“Issuer”), and the Law Offices of Joseph L. Pittera, 2214 Torrance Boulevard, Suite 101, Torrance, California 90501 (the “Escrow Agent”)
Biogold Fuels Corporation Employment AgreementEmployment Agreement • May 7th, 2008 • Biogold Fuels CORP • Industrial organic chemicals
This Employment Agreement (AAgreement@) is made and entered into this 1st day of May, 2008, (the “Effective Date”) by and between Biogold Fuels Corporation, a Nevada corporation and its subsidiaries (the ACompany@) and Steve Racoosin (AExecutive@).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2007 • Cab-Tive Advertising, Inc. • Services-advertising • Delaware
This Indemnification Agreement (this “Agreement”) is executed on and effective as of October , 2007 (the “Effective Date”), by and between Cab-tive Advertising, Inc., a Nevada corporation, and its direct and indirect subsidiaries (the “Company”), and _______ (“Indemnitee”).
SECURITY AGREEMENTSecurity Agreement • March 5th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • California
This SECURITY AGREEMENT, dated as of March 3, 2008 (as the same may from time to time be amended, supplemented or otherwise modified, this “Security Agreement”), by and between the individuals and entities set forth on the signature pages hereto (the “Secured Party”) and BioGold Fuels Corporation, a Nevada corporation and all of the subsidiaries of the Company (collectively, the “Debtor”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BIOGOLD FUELS CORPORATION, CAB-TIVE ADVERTISING, INC., CAB-TIVE ACQUISITION, INC. AND THE MAJORITY SHAREHOLDERS OF BIOGOLD FUELS CORPORATION DATED AS OF OCTOBER 25, 2007Agreement and Plan of Merger • October 26th, 2007 • Cab-Tive Advertising, Inc. • Services-advertising • Nevada
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of this 25th day of October, 2007, by and among Biogold Fuels Corporation, a Nevada corporation ("Company"), Cab-Tive Advertising, Inc., a Nevada corporation (“Parent”), Cab-Tive Acquisition, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the holders of a majority of the issued and outstanding shares of capital stock of the Company, as set forth on Schedule A hereto (each a “Shareholder” and together the “Shareholders”).
Employment AgreementEmployment Agreement • April 13th, 2009 • Biogold Fuels CORP • Industrial organic chemicals • New York
This Employment Agreement (“Agreement”) is made and entered into this 8th day of November 2008 (the “Effective Date”) by and between Biogold Fuels Corporation, a Nevada corporation and its subsidiaries (the “Company”) and James Burchetta (“Executive”).
DEVELOPMENT AGREEMENTDevelopment Agreement • September 11th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • Kansas
THIS DEVELOPMENT AGREEMENT (this “Agreement”) has been entered into effective as of this 8th day of September, 2008 (the “Effective Date”), by and between BIOGOLD FUELS CORPORATION, Nevada corporation having an address of 1800 Century Park East, Suite 600, Los Angeles, California 90067 (“BioGold”), and ICM, INC., a Kansas corporation having an address of 310 N. First Street, Colwich, Kansas 67030 (“ICM”)(BioGold and ICM, each a “Party,” collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FULL CIRCLE INDUSTRIES, INC., BIOGOLD FUELS CORPORATION, AND BIOGOLD ACQUISITION, INC. DATED AS OF APRIL 13, 2007Agreement and Plan of Merger • April 11th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • Nevada
Biogold Fuels Corporation, a body corporate incorporated under the State laws of Nevada (hereinafter referred to as “Parent”);
ContractExercise Agreement • September 4th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • California
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
Employment AgreementEmployment Agreement • November 13th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • New York
This Employment Agreement (“Agreement”) is made and entered into this 1st day of November 2008, (the “Effective Date”) by and between Biogold Fuels Corporation, a Nevada corporation and its subsidiaries (the “Company”) and Ron Moss (“Executive”).
TECHNOLOGY LICENSETechnology License • November 1st, 2007 • Cab-Tive Advertising, Inc. • Services-advertising • Delaware
THIS TECHNOLOGY LICENSE (as amended, modified, supplemented or restated from time to time, this "Agreement") is made and entered into as of the 12th day of February, 2007, by and between Gemini Environmental Corporation, a corporation organized under the laws of the State of Delaware ("Licensor"), and Full Circle Industries, Inc., a corporation organized under the laws of the State of Nevada ("Licensee"). Licensor and Licensee are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."
ContractBiogold Fuels CORP • March 5th, 2008 • Industrial organic chemicals • California
THIS 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, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
LICENSE AGREEMENTLicense Agreement • May 7th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • California
This Agreement is entered into as of April 21, 2008 between BioGold Fuels Corporation, a Nevada corporation (“BioGold” or “Licensee’’) and Energy Dynamics Corporation International, a Wyoming corporation (“EDCI” or “Licensor’’).
ContractBiogold Fuels CORP • September 4th, 2008 • Industrial organic chemicals • California
THIS 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, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
BIOGOLD FUELS CORPORATION SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note • March 5th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • California
This Senior Secured Note Purchase Agreement (the “Agreement”) is made as of the 3rd day of March, 2008, by and between BioGold Fuels Corporation, a Nevada corporation (the “Company”), and Heritage Holding Group, LLC, a California limited liability company (the “Purchaser”).
ContractSecurity Agreement • September 4th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • California
THIS 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, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • April 11th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • Alabama
This Technology License Agreement (the “Agreement”) is made and entered into December15, 2004, between Bio-Products International, Inc. (“Bio-Products”), a company incorporated under the laws of the State of Alabama (the “Licensor”), and International Waste Processors, Inc. (“IWP”), a company incorporated under the laws of the State of Nevada (the “Licensee”) (the Licensor and Licensee may hereinafter be either individually referred to as the “Party” or collectively referred to as the “Parties”).
BIOGOLD FUELS CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • California
This Securities Purchase Agreement (the “Agreement”) is made as of the 2nd day of September, 2008, by and between BioGold Fuels Corporation, a Nevada corporation (the “Company”), and Heritage Opportunity Fund, LLC, a California limited liability company (the “Purchaser”).
RESOURCE RECOVERY SYSTEM AGREEMENTResource Recovery System Agreement • August 20th, 2008 • Biogold Fuels CORP • Industrial organic chemicals • Kansas
This Resource Recovery System Agreement, (hereinafter “Agreement”), entered into this day of , 2008, (the “Effective Date”), is made by and between BioGold Fuels Corporation, a Nevada Corporation, and the Kansas L.L.C., which will be formed and which will be wholly owned by BioGold Fuels Corporation, (hereinafter referred to as “BIFC”), the Nevada Corporation having its principal offices at 1800 Century Park East, Los Angeles, California, and the L.L.C. having its principal office in Newton, Kansas, and Harvey County, Kansas, (hereinafter referred to as “Harvey County”), having its principal place of business in Harvey County, Kansas.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2008 • Biogold Fuels CORP • Industrial organic chemicals
CAB-TIVE ADVERTISING, INC. Subscription AgreementCab-Tive Advertising, Inc. • November 21st, 2006 • Nevada
