Exhibit 99.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of the 6th day of May, 2009 AMONG: MAVEN MEDIA HOLDINGS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business...Merger Agreement • May 11th, 2009 • Maven Media Holdings, Inc. • Retail-miscellaneous retail • New York
12% SUBORDINATED CONVERTIBLE DEBENTURE DUE [one year], 2011Convertible Security Agreement • December 1st, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
THIS 12% SUBORDINATED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Subordinated Convertible Debentures of WASTE2ENERGY HOLDINGS, INC., a Delaware corporation, (the “Company”), having its principal place of business at 1 Chick Springs Road, Suite 218, Greenville, SC 29609, designated as its 12% Convertible Debenture due , 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). This Debenture and all rights hereunder are expressly subordinate to the Company’s 12% Senior Convertible Debentures.
12% SENIOR CONVERTIBLE DEBENTURE DUE , 2011Convertible Security Agreement • March 9th, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
THIS 12% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Senior Convertible Debentures of WASTE2ENERGY HOLDINGS, INC., a Delaware corporation, (the “Company”), having its principal place of business at 1 Chick Springs Road, Suite 218, Greenville, SC 29609, designated as its 12% Convertible Debenture due , 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
WASTE2ENERGY HOLDINGS, INC. COMMON STOCK WARRANTSecurities Agreement • October 7th, 2009 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
This Warrant is being issued by the Company in a private placement pursuant to the Company’s Confidential Private Placement Memorandum, dated as of September 9, 2009 as amended and/or supplemented (the “PPM”).
WASTE2ENERGY HOLDINGS, INC. COMMON STOCK WARRANTSecurity Agreement • December 1st, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
Waste2Energy Holdings, Inc. , a Delaware corporation (the “Company”), hereby certifies that , its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time and from time to time commencing on the date first appearing above (the “Issuance Date”), up to and through 12:01a.m. (EST) on the date three (3) years from the Issuance Date (the “Termination Date”) up to shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, at an exercise price per Share equal to $.50 (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.
WASTE2ENERGY, HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 9th, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Waste2Energy, Holdings, Inc., a Delaware corporation (“Waste2Energy”), and the undersigned (the “Subscriber”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 17th, 2009 • Maven Media Holdings, Inc. • Retail-miscellaneous retail • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of July 15, 2009, by and between Maven Media Holdings, Inc., a Delaware corporation (the “Company”), Waste2Energy, Inc., a Delaware corporation (the “Subsidiary”), and Craig Brown (the “Executive”).
MAVEN MEDIA HOLDINGS, INC. 1649 Dartmouth Street Chula Vista, CA 91913 mavenmediaholdings@yahoo.com STOCK SUBSCRIPTION OFFERStock Subscription Agreement • May 22nd, 2008 • Maven Media Holdings, Inc.
EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2009 • Maven Media Holdings, Inc. • Retail-miscellaneous retail • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of April 2, 2009, by and between Waste2Energy, Inc., a Delaware corporation (the "Company"), and Peter Bohan (the "Executive"),
DEBENTUREDebenture • August 10th, 2009 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
FOR VALUE RECEIVED, Waste2Energy, Inc., a Delaware corporation with an address at 1185 Avenue of the Americas, 20th Floor, New York, NY 10036 ("Maker"), promises to pay to the order of __________________ ("Payee"), the principal sum of _______________ ($___), plus interest on the outstanding principal from the date hereof to and including the day when principal is paid in full. Interest shall accrue daily at the rate of ten percent (10%) per annum.
Amendment No 1 to Agreement and Plan of MergerAgreement and Plan of Merger • June 3rd, 2009 • Maven Media Holdings, Inc. • Retail-miscellaneous retail
Amendment No. 1, dated as of May 28, 2009 (the “Amendment) to the Agreement and Plan of Merger dated as of May 6, 2009, by and among Maven Media Holdings, Inc., Waste2Energy Acquisition Co. and Waste2Energy, Inc. (the “Merger Agreement”).
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • June 3rd, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail
SEPARATION AGREEMENTSeparation Agreement • June 3rd, 2009 • Maven Media Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of May 28, 2009 (the “Effective Date”), by and between Maven Media Holdings, Inc., a Delaware corporation (including its successors, the “Corporation”), Waste2Energy, Inc., a Delaware corporation (“Waste2Energy”) and Adrienne Humphreys (“AH”).
PROMISSORY NOTEPromissory Note • July 23rd, 2009 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
FOR VALUE RECEIVED, Waste2Energy, Inc., a Delaware corporation with an address at 1185 Avenue of the Americas, 20th Floor, New York, NY 10036 ("Maker"), promises to pay to the order of __________ ("Payee"), the principal sum of _____________ ($______), plus interest on the outstanding principal from the date hereof to and including the day when principal is paid in full. Interest shall accrue daily at the rate of ten percent (10%) per annum.
AMENDMENT NO. 1 TO TRANSITION AGREEMENTTransition Agreement • September 15th, 2009 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail
This Amendment No. 1 to Transition Agreement (this “Amendment”), dated as of September 4, 2009, is entered into by and among Waste2Energy Holdings, Inc. (formerly known as Maven Media Holdings, Inc.), a Delaware corporation (the “Corporation”), Waste2Energy, Inc., a Delaware corporation (“Waste2Energy”), Waste2Energy Group Holdings PLC, an Isle of Man company (“Waste2Energy Group Holdings”), Christopher d’Arnaud-Taylor (“Taylor”) and Peter Bohan (“Bohan”).
TRANSITION AGREEMENTTransition Agreement • June 3rd, 2009 • Maven Media Holdings, Inc. • Retail-miscellaneous retail • New York
THIS TRANSITION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of May 28, 2009 (the “Effective Date”), by and between Maven Media Holdings, Inc., a Delaware corporation (including its successors, the “Corporation”), Waste2Energy, Inc., a Delaware corporation (“Waste2Energy”), Waste2Energy Group Holdings PLC, an Isle of Man company, (“Waste2Energy Group Holdings”), Christopher d’Arnaud-Taylor (“Taylor ”) and Peter Bohan.
Manufacturing AgreementManufacturing Agreement • June 3rd, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • England and Wales
AGREEMENT made this 19th day of May, 2010 by and between SHBV (Hong Kong) Ltd (“SHBV”), a Company with its principal place of business at Unit 3208, 32/F Office Tower, Convention Plaza No. 1 Harbour Road, Hong Kong and WASTE2ENERGY GROUP company registered in Isle of Man Corporation (Company Registration No. 0038V) whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (“W2EGH”), WASTE2ENERGY ENGINEERING LIMITED, a company registered in Scotland (Company Registration No. SC360321) of Hestan House, Crichton Business Park, Bankend Road, Dumfries, DG1 4TA, United Kingdom (“W2EE”) and WASTE2ENERGY TECHNOLOGIES INTERNATIONAL LIMITED, a company registered in Isle of Man (Company Registration No. 003615V) whose registered office is at Stanley House, Lord Street, Douglas, Isle of Man 1M1 2BF (“W2ETI”). W2EGH, W2EE and W2ETI are hereinafter collectively referred to as “W2E”).
Ascot Environmental Limited UK Capital Ventures Holdings Limited Waste2Energy Engineering Limited Waste2Energy Group Holdings PLC Waste2Energy Technologies International LimitedMaster Supply Agreement • May 11th, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • England and Wales
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2010 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of , 2010, by and among WASTE2ENERGY HOLDINGS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • September 15th, 2009 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail
This Amendment No. 1 to Consulting Agreement (this “Amendment”), dated as of September 4, 2009, is entered into by and among Waste2Energy Holdings, Inc. (formerly known as Maven Media Holdings, Inc.), a Delaware corporation (the “Corporation”), Waste2Energy, Inc., a Delaware corporation (“Waste2Energy”), Waste2Energy Group Holdings PLC, an Isle of Man company (“Waste2Energy Group Holdings”), and Christopher d’Arnaud-Taylor (“Taylor”).
ADDENDUM AND AMENDMENT TO MASTER SUPPLY AGREEMENTMaster Supply Agreement • June 7th, 2011 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail
ASCOT ENVIRONMENTAL LIMITED a company registered in England and Wales (Company Registration No. 03716462) whose registered office is at Brazennose House West, Brazennose Street, Manchester, M2 2FE, England) (“AEL)”;
WASTE2ENERGY, HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2009 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Waste2Energy, Holdings, Inc., a Delaware corporation (“Waste2Energy”), and the undersigned (the “Subscriber”).
CONSULTING AGREEMENTConsulting Agreement • June 3rd, 2009 • Maven Media Holdings, Inc. • Retail-miscellaneous retail • New York
This Consulting Agreement is made by and between Christopher d’Arnaud-Taylor ("Consultant”), with offices at 360 West 22nd Street, Suite 16B, New York, NY 10011, Waste2Energy Group Holdings PLC, (“Group Holdings”) an Isle of Man company with its principal offices located at Stanley House, Lord Street, Douglas, Isle of Man IM1 2BF, British Isles, Maven Media Holdings, Inc., (“Maven”) a Delaware corporation with offices located at 1185 Avenue of the Americas, 20th Floor, New York, New York 10036 and Waste2Energy, Inc. ("W2E"), a Delaware corporation, with its principal offices located at 1185 Avenue of the Americas, 20th Floor, New York, NY 10036.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 14th, 2011 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • Alberta
WTE WASTE TO ENERGY CANADA INC., a corporation incorporated under the laws of the Province of British Columbia or its Assignee as permitted hereunder (collectively the “Purchaser”)
PURCHASE AGREEMENTPurchase Agreement • August 10th, 2009 • Waste2Energy Holdings, Inc. • Retail-miscellaneous retail • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the __ day of July, 2009, by and among Waste2Energy, Inc., a Delaware corporation (the “Company”), Waste2Energy Holdings, Inc., a Delaware corporation (the “Parent”), and each purchaser identified on the signature pages hereto (each, including its successors and assign, a “Purchaser”, and collectively, the “Purchasers”).
