Exhibit 10.1 Your Digital Memories, Inc. 15 Zichron Ya'akov, Suite 23 Entrance B. Jerusalem 94421 REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION SECTION 1. 1.1 Subscription. (a) The undersigned, intending to be legally bound, hereby...Subscription Agreement • June 19th, 2007 • Your Digital Memories Inc • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2011 • Abakan, Inc • Coating, engraving & allied services • Ohio
This Employment Agreement ("Agreement") is made and entered into on this 1st day of December, 2009 by and between MesoCoat Inc., of 24112 Rockwell Drive, Euclid, Ohio 44117 USA (the "Company"), and Andrew Sherman (hereinafter, the "Executive").
consultanT AGREEMENTConsultant Agreement • August 26th, 2010 • Abakan, Inc • Services-prepackaged software
This Consultant Agreement ("Agreement") is made and entered into on this 20th day of August, 2010 effective as of August 1, 2010 by and between Abakan Inc., a Nevada based corporation (the "Company"), and Costas Takkas (hereinafter, the "Consultant").
ABAKAN INC. CONSULTING AGREEMENTConsulting Agreement • November 14th, 2011 • Abakan, Inc • Coating, engraving & allied services • Nevada
This CONSULTING AGREEMENT is entered into on December 8, 2009, by and between Robert Miller (“the Consultant”), having a place of business at 2829 Bird Avenue, Suite 12, Miami, Florida 33133 and Abakan Inc., a State of Nevada corporation (“Abakan Inc. ” or the "Company"), having a place of business at 2829 Bird Avenue, Suite 12, Miami, Florida 33133
AMENDMENT NO. 2Stock Purchase Agreement • September 27th, 2011 • Abakan, Inc • Coating, engraving & allied services
AMENDMENT NO. 2 to the STOCK PURCHASE AGREEMENT dated as of the 28th day of June, 2010 (the "Stock Purchase Agreement") by and between KENNAMETAL INC., a Pennsylvania corporation with its principal offices at 1600 Technology Way, Latrobe, Pennsylvania 15650 ("Kennametal") and ABAKAN INC., a Nevada corporation with its principal offices at 2829 Bird Avenue, Miami, Florida 33180 ("Buyer"). This Amendment shall be effective as of January 19, 2011 (the "Amendment Date").
ASSIGNMENT AGREEMENTAssignment Agreement • September 27th, 2011 • Abakan, Inc • Coating, engraving & allied services • Florida
THIS ASSIGNMENT AGREEMENT (this “Assignment”) is dated as of March 25, 2011 by and between (i) Abakan Inc., a corporation incorporated in the State of Nevada (“Abakan”), (ii) Polythermics, LLC, a limited liability company organized in the State of Washington (“Polythermics”), and (iii) MesoCoat, Inc., a corporation incorporated in the State of Ohio (“MesoCoat”).
MATTSON-MESOCOAT EXCLUSIVITY AGREEMENTExclusivity Agreement • March 6th, 2012 • Abakan, Inc • Coating, engraving & allied services
This Exclusivity Agreement (this “Agreement”) is entered into and effective as of April 7, 2011 (the “Effective Date”) by and between Mattson Technology, Inc., a Delaware corporation have its principal place of business at 47131 Bayside Parkway, Fremont, California 94538 U.S.A. (“Mattson”), and MesoCoat, Inc., a Nevada corporation with its principal place of business at 24112 Rockwell Drive, Euclid, Ohio 44117 U.S.A. (“MesoCoat”).
LICENSE AGREEMENTLicense Agreement • December 27th, 2011 • Abakan, Inc • Coating, engraving & allied services • Ohio
This License Agreement (“License Agreement”) is entered into by and between POWDERMET INC., a Delaware corporation having its principal place of business at Building 38, 24112 Rockwell Drive, Euclid, Ohio, 44117, hereinafter referred to as the “Licensor,” and MESOCOAT INC., a Nevada corporation having its principal place of business at Building 40, 24112 Rockwell Drive, Euclid, Ohio 44117, hereinafter referred to as the “Licensee,” the parties to this License Agreement being referred to individually as a “Party,” and collectively as “Parties.”
AGREEMENTDirector Agreement • May 11th, 2010 • Abakan, Inc • Services-prepackaged software • Florida
This Agreement ("Agreement") is made and entered into on this 30th day of April, 2010 by and between Abakan Inc., of 2829 Bird Avenue, Miami, FL 33133 USA (the "Company"), and Hermann Buschor, 1920 Stoney Brook Drive, Houston, TX, 77063 (hereinafter, the "Director").
INVESTMENT AGREEMENTInvestment Agreement • December 17th, 2009 • Abakan, Inc • Services-prepackaged software • New York
This Agreement is entered into as of December 9, 2009 , among Abakan Inc., 2829 Bird Avenue, Suite 12, Miami Florida 33133 USA (hereinafter “ABK”), and MesoCoat Inc., 24112 Rockwell Drive, Euclid, Ohio 44117 USA (hereinafter the “Company”), and Powdermet Inc., 24112 Rockwell Drive, Euclid, Ohio 44117 USA (hereinafter “Powdermet”).
LIMITED EXCLUSIVE COMMERCIAL FIELD OF USE PATENT LICENSE AGREEMENTLimited Exclusive Commercial Field of Use Patent License Agreement • December 27th, 2011 • Abakan, Inc • Coating, engraving & allied services • Tennessee
This Exclusive Commercial Patent License Agreement is between UT-Battelle, LLC (UT-Battelle), a Tennessee non-profit limited liability company (“Licensor”), and Mesocoat Inc., a Nevada corporation (“Licensee”), hereinafter referred to singly as the “Party” or jointly as the “Parties.”
ACCORD AND SATISFACTION OF INVESTMENT AGREEMENTAccord and Satisfaction of Investment Agreement • June 3rd, 2014 • Abakan, Inc • Coating, engraving & allied services • Ohio
Satisfaction and Assignment Agreement and New MesoCoat Ownership StructureSatisfaction and Assignment Agreement • January 21st, 2016 • Abakan, Inc • Coating, engraving & allied services
MOU - TERM SHEET between WASTE TO ENERGY GROUP LLC ("WTE") 2102 Business Center Dr., Suite 100 Irvine, California 92612 and WASTE TO ENERGY GROUP INC ("WTEINC") 4801 Alhambra Circle Coral Gables, FL 33146Mou - Term Sheet • September 9th, 2008 • Waste to Energy Group Inc. • Services-prepackaged software
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 15th, 2010 • Abakan, Inc • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of June 28, 2010 by and between KENNAMETAL INC., a Pennsylvania corporation with its principal offices at 1600 Technology Way, Latrobe, Pennsylvania 15650 (“Kennametal”) and ABAKAN INC., a Nevada corporation with its principal offices at 2829 Bird Avenue, Miami, Florida 33180 (“Buyer”). Kennametal and Buyer are referred to collectively herein as the “Parties”.
ACCORD AND SATISFACTION AGREEMENTAccord and Satisfaction Agreement • March 25th, 2011 • Abakan, Inc • Services-prepackaged software
This Accord and Satisfaction Agreement (“Agreement”) is made on March 21, 2011, between Kennametal, Inc., a Pennsylvania corporation with its principal offices at 1600 Technology Way, Latrobe, Pennsylvania, 15650 (“Creditor”) and Abakan Inc., a Nevada corporation with offices located at 2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133 (“Debtor”).
AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • January 19th, 2011 • Abakan, Inc • Services-prepackaged software • New York
THIS AMENDMENT is entered into as of December 8, 2010(hereinafter the “Amendment”) by and between Abakan Inc., 2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133 (hereinafter “Abakan”), and MesoCoat, Inc., 24112 Rockwell Drive, Euclid, Ohio 44117 USA (hereinafter “MesoCoat”), and Powdermet, Inc., 24112 Rockwell Drive, Euclid, Ohio 44117 USA (hereinafter “Powdermet”) all of the above parties herein collectively referred to as the “Parties” or singularly as a “Party.
November 13, 2014Letter Agreement • November 25th, 2014 • Abakan, Inc • Coating, engraving & allied services
SETTELEMENT AND EXCHANGE AGREEMENTSettlement Agreement • July 30th, 2015 • Abakan, Inc • Coating, engraving & allied services • Ohio
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 15th, 2010 • Abakan, Inc • Services-prepackaged software
AMENDMENT NO. 1 to the STOCK PURCHASE AGREEMENT dated as of the 28th day of June, 2010 (the “Stock Purchase Agreement”) by and between KENNAMETAL INC., a Pennsylvania corporation with its principal offices at 1600 Technology Way, Latrobe, Pennsylvania 15650 (“Kennametal”) and ABAKAN INC., a Nevada corporation with its principal offices at 2829 Bird Avenue, Miami, Florida 33180 (“Buyer”). This Amendment shall be effective as of June 28, 2010 (the “Amendment Date”).
SETTLEMENT AGREEMENTSettlement Agreement • May 20th, 2015 • Abakan, Inc • Coating, engraving & allied services • Florida
SATISFACTION AND ASSIGNMENT AGREEMENTSatisfaction and Assignment Agreement • January 21st, 2016 • Abakan, Inc • Coating, engraving & allied services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2015 • Abakan, Inc • Coating, engraving & allied services • Florida
THIRD AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • January 14th, 2013 • Abakan, Inc • Coating, engraving & allied services • New York
LEASE AGREEMENTLease Agreement • November 14th, 2011 • Abakan, Inc • Coating, engraving & allied services • Ohio
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 9th, 2009 • Abakan, Inc • Services-prepackaged software
("Waste to Energy") WHEREAS: A. Abakan is the wholly-owned subsidiary of Waste to Energy; B. The board of directors of Abakan and Waste to Energy deem it advisable and in the best interests of their respective companies and shareholders that Abakan be merged with and into Waste to Energy, with Waste to Energy remaining as the surviving corporation under the name "Abakan Inc."; C. The board of directors of Abakan has approved the plan of merger embodied in this Agreement; and D. The board of directors of Waste to Energy has approved the plan of merger embodied in this Agreement. THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows: 1. THE MERGER 1.1 THE MERGER Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Abakan shall be merged with and into Waste to Energy in accordance with
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • November 25th, 2014 • Abakan, Inc • Coating, engraving & allied services • Florida
THIS SHAREHOLDER VOTING AGREEMENT, dated as of November 11, 2014 (this "Voting Agreement"), is between UP Scientech Materials Corp. ("UP Scientech"), and Robert H. Miller, Maria C. Maz, the Thomas and Mario Miller Family Irrevocable Trust U/A/D 12/01/2009 and the Tarija Foundation (each a "Shareholder" and collectively, the "Shareholders").
EXCLUSIVITY AGREEMENTExclusivity Agreement • July 5th, 2012 • Abakan, Inc • Coating, engraving & allied services
AGREEMENTAgreement • September 13th, 2011 • Abakan, Inc • Coating, engraving & allied services
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 30th, 2014 • Abakan, Inc • Coating, engraving & allied services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2012 • Abakan, Inc • Coating, engraving & allied services • Florida
COMMERCIAL LEASE AGREEMENT SubleaseCommercial Lease Agreement • November 14th, 2011 • Abakan, Inc • Coating, engraving & allied services
This Commercial Lease Agreement ("Lease") is made and effective June 1, 2010, by and between Powdermet, Inc. ("Landlord/Tenant") and Mesocoat, Inc. ("Sub-Tenant"). This is a sublease to the current lease held by Powdermet, Inc. with Sherman Properties, LLC..
