ContractEvolution Resources, Inc. • November 5th, 2009 • Services-help supply services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2009 • BBN Global Consulting, Inc • Services-help supply services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 21, 2009, among Evolution Resources, Inc., a Nevada corporation (the “Company”), and the shareholders of the Company signatory hereto (each such shareholder, a “Shareholder” and collectively, the “Shareholders”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION _____________________________________________________ BY AND AMONG BBN GLOBAL CONSULTING, INC. EVOLUTION RESOURCES ACQUISITION CORP. and EVOLUTION RESOURCES, INC. Dated as of May 27, 2009Agreement of Merger and Plan of Reorganization • June 2nd, 2009 • BBN Global Consulting, Inc • Services-help supply services • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on May 27, 2009, by and among BBN GLOBAL CONSULTING, INC., a Nevada corporation (“Parent”), EVOLUTION RESOURCES ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and EVOLUTION RESOURCES, INC., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 31, 2009, by and among Evolution Resources, Inc., a Nevada corporation, with principal offices located at 43 Yazoo Avenue, Clarksdale, Mississippi 38614 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in the Appendix hereto.
SECURITY AGREEMENTSecurity Agreement • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July __, 2009 among EVOLUTION RESOURCES, INC., a Nevada corporation (the “Company”), EVOLUTION RESOURCES, INC., a Delaware corporation (“ER Sub”), LIQUAFACTION CORPORATION, a Washington corporation (“Liquafaction”), LIQUA ETHANOL, LLC, a Washington limited liability company (“Liqua”, Liqua, ER Sub, Liquafaction and the Company, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter d
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of May 27, 2009 by and among EVOLUTION RESOURCES, INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock Purchase Agreement • June 2nd, 2009 • BBN Global Consulting, Inc • Services-help supply services • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May [ ], 2009, is made by and among Evolution Resources, Inc., a Nevada corporation (the “Company”), and each of the purchasers of the Company’s Series A Convertible Preferred Stock whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 29th, 2009 • Evolution Resources, Inc. • Services-help supply services
This Agreement is entered into on as of July 28, 2009 by and Evolution Resources, Inc., a Nevada corporation (the "Buyer"), and Mark Mollo (the "Seller"). The Buyer and the Seller are referred to collectively herein as the "Parties."
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE...Evolution Resources, Inc. • July 29th, 2009 • Services-help supply services • Colorado
THIS CERTIFIES THAT, for value received, Mark Mollo, with its principal office at____________________, or assigns (the “Holder” or “Purchaser”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from EVOLUTION RESOURCES, INC., a Nevada corporation, (the “Company”), the Exercise Shares (as defined below), at any time or from time to time during the Exercise Period (as defined below), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed, together with the completed and executed Subscription Form attached hereto and, if applicable, upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 4 of this Warrant.
PLEDGE AGREEMENTPledge Agreement • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
THIS PLEDGE AGREEMENT, made as of this __ day of July, 2009 (this “Agreement”), is between EVOLUTION RESOURCES, INC., a Nevada corporation (the “Pledgor”), and HARBORVIEW MASTER FUND, L.P., a British Virgin Islands limited partnership, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this ___ day of July, 2009, jointly and severally, by each of Evolution Resources, Inc., a Delaware corporation (“ER Sub”), Liquafaction Corporation, a Washington corporation (“Liquafaction”), Liqua Ethanol, LLC, a Washington limited liability company (“Liqua”; Liqua, ER Sub and Liquafaction, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of Harborview Master Fund, L.P., a British Virgin Islands limited partnership, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defin
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2009 • Evolution Resources, Inc. • Services-help supply services
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2009, by and among Evolution Resources, Inc., a Nevada corporation, with principal offices located at 43 Yazoo Avenue, Clarksdale, Mississippi 38614 (the “Company”), and Harborview Master Fund, L.P., a British Virgin Islands limited partnership, (the “Purchaser”).
AGREEMENTAgreement • January 30th, 2007 • BBN Global Consulting, Inc
AGREEMENT dated this 13th day of December 2006, by and between BBN GLOBAL CONSULTING, INC. (hereinafter “BBN”), a Nevada Corporation, with offices located at P.O. Box 1442, Renton, WA 77057-1442, and S. Craig Barton, President of BBN.
FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • August 6th, 2009 • Evolution Resources, Inc. • Services-help supply services • New York
This DEPOSIT ACCOUNT CONTROL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among the Bank identified above, the Company identified above (the “Company”), the Other Debtors identified above (the “Other Debtors”) and the Secured Party/Pledgee identified above (the “Collateral Agent”) is dated as of the date written above.
AGREEMENTAgreement • January 30th, 2007 • BBN Global Consulting, Inc
AGREEMENT dated this 13th day of December 2006, by and between BBN Global Consulting, Inc. (hereinafter “BBN”), a Nevada Corporation, with offices located at P.O. Box 1442, Renton, WA 77057 and S. Craig Barton, President of BBN.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 18th, 2007 • BBN Global Consulting, Inc • Services-help supply services • New York
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made this day of September 15, 2007 (the “Effective Date”), by and among Hank Cohn (“Buyer”) and the individuals set forth on Schedule A (“Sellers”) shareholders owning common stock of BBN Global Consulting, Inc., (the “Company”).
Wood to Ethanol Research Consortium (WERC) MEMBERSHIP AGREEMENTMembership Agreement • August 13th, 2009 • Evolution Resources, Inc. • Services-help supply services
This Agreement is made by and between North Carolina State University at Raleigh, NC (hereinafter called “UNIVERSITY”) and Evolution Resources, Inc., a Nevada Corporation (hereinafter called “COMPANY”).
AGREEMENTAgreement • January 30th, 2007 • BBN Global Consulting, Inc
AGREEMENT dated this 13th day of December 2006, by and between BBN Global Consulting, Inc. (hereinafter “BBN”), a Nevada Corporation, with offices located at P.O. Box 1442, Renton, WA 77057-1442, Craig Barton, President of BBN and Gary B. Wolff, P.C., counsel to BBN, with offices located at 805 Third Avenue, New York, New York.
