EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Delaware
THIS AGREEMENT (“Agreement”) dated as of December 16, 2020 (the “Effective Date”) is entered into by and between eCombustible Products Holdings, LLC, a Delaware limited liability company (the “Company”), and James M. Driscoll (“Executive”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”).
ECOMBUSTIBLE PRODUCTS HOLDINGS, LLC CLASS M AWARD AGREEMENTClass M Award Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Delaware
This Class M Award Agreement (this “Award Agreement”), dated as of February 8, 2021 (the “Issue Date”), is by and between eCombustible Products Holdings, LLC, a Delaware limited liability company (the “Company”), EPH Management Holdings, LLC, a Delaware limited liability company (“EPH Management Holdings”), and Karen Childress (the “Participant”).
LEASE AGREEMENTLease Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Florida
AGREEMENTAgreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Florida
This Agreement (“Agreement”) is made and entered into as of October 31, 2021 (“Effective Date”) by and between 1221 Capital Partners, LLC (“1221”), and eCombustible Products Holdings, LLC (“Company”).
AGREEMENTAgreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals
THIS AGREEMENT (“Agreement”) is made as of October 31, 2021 (“Effective Date”) by and between eCombustible Products Holdings LLC (the “Company”), and 1221 Capital Partners (“1221”). The Company and 1221 are each a “Party” and collectively the “Parties.”
Amended and Restated Promissory NoteBCAC Holdings, Inc. • May 16th, 2022 • Industrial inorganic chemicals
WHEREAS, IN EXCHANGE FOR the consideration and agreements referenced in the Original Promissory Note (as defined below), eCombustible Energy LLC f/k/a eCombustible Products Holdings LLC (“Borrower”) executed in favor of 1221 Capital Partners LLC (“Holder”) a Promissory Note, dated October 31, 2021 in the original principal amount of $2,500,000 (the “Original Promissory Note”);
AGREEMENTAgreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Florida
THIS AGREEMENT (“Agreement”) is made as of October 22, 2021 (“Effective Date”) by and between eCombustible Products Holdings LLC (the “Company”), and EZeroEnergy LLC (“EZ”). The Company and EZ are each a “Party” and collectively the “Parties.”
AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 16th, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals
This Amendment to the loan agreement dated May 9, 2022 by and between Aqua Gas S.A.C. (“Borrower”), Glide Master Fund SPC Ltd. – AV Alternative Fund II (Master) Segregated Portfolio (“Lender”), Fisso Inversiones S.A.C. (“Guarantee Agent”), Jorge Enrique Arévalo García (“Guarantor) and Carlos Alberto Kiyan Miyashiro (Mortgage Guarantor”) (all parties collectively referred to herein as “the Parties”) is hereby entered into this 9th day of May, 2022 by the Parties as follows:
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2022 by and among (i) BCAC Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “eCombustible Energy Corporation” (together with its successors, “Pubco”), (ii) BCAC Purchaser Rep LLC, a Delaware limited liability company, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance the Merger Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Delaware
THIS AGREEMENT (“Agreement”) dated as of December 28, 2020 (the “Effective Date”) is entered into by and between eCombustible Products Holdings, LLC, a Delaware limited liability company (the “Company”), and Ramiro Guerrero (“Executive”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”).
ECOMBUSTIBLE PRODUCTS HOLDINGS, LLC CLASS M UNIT PURCHASE AGREEMENTClass M Unit Purchase Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Delaware
This CLASS M UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of December 18, 2020 (the “Issue Date”), is by and between eCombustible Products Holdings, LLC, a Delaware limited liability company (the “Company”) and 1221 Capital Partners, LLC, a Delaware limited liability company (the “Participant”).
REFERRAL AGREEMENTReferral Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Florida
This Referral Agreement (“Agreement”) is made and entered into as of October 22, 2021 (“Effective Date”) by and between eZero Energy LLC (including its affiliates, “Referrer”), and eCombustible Products Holdings, LLC (“Company”).
LOAN AGREEMENTLoan Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals
Dr. ALFREDO FEDERICO ROSENDO HOHAGEN FERNANDINI, identified with DNI number 06541702, domiciled at Ca. Lizardo Alzamora Oeste 245, Dpt 101B, district of San Isidro, province and department of Lima.
AMENDMENT TO ECOMBUSTIBLE PRODUCTS HOLDINGS LLC n/k/a ECOMBUSTIBLE ENERGY LLC CLASS M AWARD AGREEMENT WITH JAMES DRISCOLLAward Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals
This Amendment (“Amendment”) to the December 16, 2020 eCombustible Products Holdings LLC (n/k/a eCombustible Energy LLC) (“the Company”) Class M Award Agreement between and among the Company, EPH Management Holdings LLC (“EPH”) and James Driscoll (“Agreement”) is hereby entered into this 14th day of November, 2021 as follows:
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • May 16th, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals
THIS AMENDED AND RESTATED PROMISSORY NOTE (“Agreement”) is made as of May 9th, 2022 (“Effective Date”) by and between AQUA GAS S.A.C. (“Aqua Gas”), JORGE ENRIQUE AREVALO GARCIA (“Arevalo”), JOSE ANTONIO ECHEVARRIA OLAZABAL (“Olazabal”) CARLOS KIYAN OYAMA (“Oyama”) AND MARIA ELIZABETH MIYASHIRO MIYASHIRO (“Miyashiro”) (Arevalo, Olazabal, Oyama and Miyashiro collectively referred to as “Guarantors”) and GLIDE MASTER FUND SPC LTD. – AV ALTERNATIVE FUND II (MASTER) SEGREGATED PORTFOLIO (“Glidemaster”) who are collectively referred to as the Parties as follows:
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • May 16th, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals
THIS AMENDED AND RESTATED PROMISSORY NOTE (“Agreement”) is made as of May 9, 2022 (“Effective Date”) by and between AQUA GAS S.A.C. (“Aqua Gas”), JORGE ENRIQUE AREVALO GARCIA (“Arevalo” or “Guarantor”) and GLIDE MASTER FUND SPC LTD. – AV ALTERNATIVE FUND II (MASTER) SEGREGATED PORTFOLIO (“Glidemaster”) who are collectively referred to as the Parties as follows:
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of , 2022, by the undersigned shareholder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of BCAC Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “eCombustible Products Holdings Corporation” (together with its successors, “Pubco”), eCombustible Energy, LLC, a Delaware limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement) (the “Company”), and each of Pubco’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (including Purchaser) (collectively with Pubco and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning as
SERVICES AGREEMENTServices Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Delaware
THIS AGREEMENT (“Agreement”) dated as of December 16, 2020 (the “Effective Date”) is entered into by and between eCombustible Products Holdings, LLC, a Delaware limited liability company (the “Company”), and Jorge Arevalo (“Executive”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”).
AMENDED & RESTATED PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals • Florida
This Amended & Restated Professional Services Agreement (the “Agreement”) is entered into as of 1st day of December, 2020 by ECOMBUSTIBLE PRODUCTS HOLDINGS, LLC, a Delaware limited liability company (“ECOMBUSTIBLE”), and GEARD ENERGY SERVICES, LLC a Florida limited liability company (“CONSULTANT”) (collectively, ECOMBUSTIBLE and CONSULTANT may be referred to as the “Parties” or each a “Party”), and amend and restate that prior Professional Services Agreement by and between the Parties that was effective as of December 27, 2018 (“Original Agreement”).
ADDENDUM TO THE LOAN AGREEMENT ENTERED INTO ON OCTOBER 16, 2018.Loan Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals
Dr. ALFREDO FEDERICO ROSENDO HOHAGEN FERNANDINI, identified with DNI number 06541702, domiciled at Ca. Lizardo Alzamora Oeste 245, Dept 101B, district of San Isidro, province and department of Lima.
AMENDMENT TO ECOMBUSTIBLE PRODUCTS HOLDINGS LLC n/k/a ECOMBUSTIBLE ENERGY LLC CLASS M AWARD AGREEMENT WITH KAREN CHILDRESSBCAC Holdings, Inc. • April 22nd, 2022 • Industrial inorganic chemicals
This Amendment (“Amendment”) to the February 8, 2021 eCombustible Products Holdings LLC (n/k/a eCombustible Energy LLC) (“the Company”) Class M Award Agreement between and among the Company, EPH Management Holdings LLC (“EPH”) and Karen Childress (“Agreement”) is hereby entered into this 11th day of November, 2021 as follows:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2022 • BCAC Holdings, Inc. • Industrial inorganic chemicals
This First Amendment to Employment Agreement is made and entered into as of January 1, 2021 by and between eCombustible Products Holdings, LLC (the “Company”) and Ramiro Guerrero (“RG”).
