UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2014 • eFleets Corp • Motor vehicles & passenger car bodies • New York
The undersigned, eFleets Corporation, a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of eFleets Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AGREEMENT TO CONVERT CERTAIN PROMISSORY NOTESAgreement • September 11th, 2014 • eFleets Corp • Motor vehicles & passenger car bodies • New York
This Agreement (the “Agreement”) dated as of [____], by and among Good Earth Energy Conservation, Inc. (“Good Earth”), eFleets Corp. (the “Company”) and [_____] (the “Holder”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 5th, 2014 • eFleets Corp • Motor vehicles & passenger car bodies • New York
This Warrant AGENT Agreement made as of August ___________, 2014, is between eFleets Corporation, a Nevada corporation, with offices at 7660 Pebble Drive, Forth Worth, texas 76118 (the “Company”), and VStock Transfer, LLC, with offices at 77 Spruce Street, Suite 201, Cedarhurst, New York (the “Warrant Agent”).
SECURITY AGREEMENTSecurity Agreement • April 16th, 2014 • eFleets Corp • Motor vehicles & passenger car bodies • Texas
THIS SECURITY AGREEMENT (“Agreement”) is entered into as of July 29, 2013 by and between Good Earth Energy Conservation, Inc., a Delaware corporation (“Company”), and Zeus Corp., a Marshals Island corporation, as the secured party (the “Secured Party”). The parties hereto agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 2015 • eFleets Corp • Motor vehicles & passenger car bodies • Georgia
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of March 24, 2015 (the “Effective Date”) by and among eFleets Corporation, a Nevada corporation formerly known as Numbeer, Inc. (“eFleets”), Good Earth Energy Conservation, Inc., a Delaware corporation that is wholly-owned by eFleets (“Good Earth”) and DFW-USA, Inc., a Georgia corporation (“Purchaser”). Good Earth, eFleets and Purchaser are each referred to herein as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • July 23rd, 2013 • Numbeer, Inc. • Motor vehicles & passenger car bodies
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into on February 12, 2009, by Good Earth Energy Conservation, Inc. (“Good Earth”), a corporation incorporated in Delaware with offices in Springdale, Arkansas, and Robert C. Winkelman (“Winkelman”), individually, of Fayetteville, Arkansas. Good Earth and Winkelman may be referred to individually as a “Party” or collectives as “Parties.”
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices • Nevada
This Agreement of Merger and Plan of Reorganization (this “Agreement”) is entered into as of May 22, 2013 by and between NUMBEER, INC., a Nevada corporation (“Numbeer”), NUMBEER ACQUISITION, INC., a Nevada corporation (“Acquisition”), and GOOD EARTH ENERGY CONSERVATION, INC., a Delaware corporation (“Good Earth”). Numbeer, Acquisition and Good Earth are sometimes hereinafter collectively referred to as the “parties” and individually as a “party.”
Exclusive License AgreementExclusive License Agreement • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices
THIS EXCLUSIVE LICENSE AGREEMENT ("ELA") is made as of the 9th day of September, 2011, by and among Good Earth Energy Conservation, Inc., a Delaware corporation ("GEEC USA") and Halewood Enterprises Limited, a British Virgin Islands company ("Halewood").
CONSENT AND WAIVERConsent and Waiver • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices
The undersigned are the holders (the “Noteholders”) of more than fifty percent (50%) of the outstanding principal of 8% secured convertible promissory notes in the aggregate original principal amount of $1,750,000 due March 31, 2017 (the “Notes”) and related warrants for the purchase of 3,500,000 shares of common stock of Good Earth (the “Warrants”) issued by Good Earth Energy Conservation, Inc., a Delaware corporation (“Good Earth”), under a Note and Warrant Purchase Agreement dated April 10, 2012, as amended (the “Purchase Agreement”), pursuant to a series of closings on April 10, 2012, April 15, 2012, May 8, 2012 and July 16, 2012. The Notes are secured by a security interest in certain assets of Good Earth granted to Fort Worth EV Investors L.L.C., a Texas limited liability company, as agent for the Noteholders, pursuant to a Security Agreement dated April 10, 2012 (the “Security Agreement”). In connection with the issuance of the Notes and the Warrants, Good Earth and the Notehold
Garden State Securities Inc. Red Bank, NJ 07707Numbeer, Inc. • August 6th, 2013 • Motor vehicles & passenger car bodies • New York
This letter sets forth the Agreement (the “Letter Agreement”) by and among Numbeer, Inc. and its subsidiaries, including but not limited to Good Earth Energy Conservation, Inc., and affiliates (collectively herein referred as the “Company”) and Garden State Securities Inc. and its subsidiaries and its affiliates (“GSS”) with respect to the engagement of GSS to act as an exclusive selling/placement agent for the Company.
ASSIGNMENT AGREEMENTAssignment Agreement • July 23rd, 2013 • Numbeer, Inc. • Motor vehicles & passenger car bodies • Arkansas
This ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into on June 30, 2010, by Good Earth Energy Conservation, Inc. (“Good Earth”), a corporation incorporated in Delaware with offices in Springdale, Arkansas, and Greg Horne (“Horne”), individually, of Fort Worth, Texas. Good Earth and Horne may be referred to individually as a “Party” or collectives as “Parties.”
JOINT VENTURE AGREEMENTJoint Venture Agreement • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices
THIS JOINT VENTURE AGREEMENT ("JVA") is made on the 9th day of September, 2011, by and among Good Earth Energy Conservation, Inc., a corporation incorporated in the State of Delaware, U.S.A. ("GEEC USA"), Carens Pte Ltd, a company incorporated in the Republic of Singapore ("Carens"), and Good Earth Energy Conservation (Asia) Pte Ltd, a company incorporated in the Republic of Singapore ("GEEC Asia").
GOOD EARTH ENERGY CONSERVATION INC. Non- EXCLUSIVE DEALERSHIP AGREEMENTExclusive Dealership Agreement • July 23rd, 2013 • Numbeer, Inc. • Motor vehicles & passenger car bodies • Texas
THIS AGREEMENT is entered into by Good Earth Energy Conservation Inc., a Delaware corporation the address of which is 7660 Pebble Drive, Fort Worth, TX 76118 (“Company” or “Company”) and ______________________, a __________ corporation the address of which is ________________________________________ (“Dealer”). Company and Dealer are entering into this agreement to designate Dealer as a Dealer to market and sell Company’s electric 3-wheel utility and commercial delivery vehicle – The Firefly™ and its related parts and accessories. In consideration of the mutual covenants set forth in this agreement, the parties agree as follows:
CONSULTING AGREEMENTConsulting Agreement • July 16th, 2013 • Numbeer, Inc. • Motor vehicles & passenger car bodies • New York
This Consulting Agreement (the "Agreement") is made and entered into to be effective as of July 11, 2013 (the "Effective Date") between Good Earth Energy Conservation, Inc. (GEEC) (the "Company") located at 7660 Pebble Drive, Fort W011h, TX 76118 and JFS Investments and Assigns, a Florida corporation, located at 35 Crest Loop, Staten Island, NY 10312 ("the Consultant").
LEASE AGREEMENTLease Agreement • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices • Texas
GOOD EARTH ENERGY CONSERVATION, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices • Texas
This Note and Warrant Purchase Agreement (the “Agreement”) is made and entered into as of April 10, 2012 by and among Good Earth Energy Conservation, Inc., a Delaware corporation (the “Company”), Fort Worth EV Investors L.L.C., a Texas limited liability company (“FWEV”) and the persons listed on the attached Schedule A (FWEV and each such person, an “Investor” and, collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Notes.
