STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of December 20, 2005 (the "Agreement"), among Digicorp, a Utah corporation (the "Purchaser"), Rebel Crew Films, Inc., a California corporation (the "Company"), Rebel Holdings, LLC, a...Stock Purchase Agreement • December 21st, 2005 • Digicorp • Blank checks • California
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of December 29, 2005, by and among Digicorp, a Utah corporation (the "Purchaser"), Rebel Holdings, LLC, a California limited liability company ("Rebel Holdings"), Cesar Chatel...Escrow Agreement • January 5th, 2006 • Digicorp • Blank checks • New York
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 4th, 2006 • Digicorp • Blank checks • California
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of February 7, 2006, by and between DIGICORP, a Utah corporation ("Buyer"), and MATTHEW B. STUART IV a/k/a AMENO, individually ("Seller"). W I T N E S S E T H:...Asset Purchase Agreement • February 13th, 2006 • Digicorp • Blank checks • California
ASSIGNMENT AGREEMENTAssignment Agreement • January 5th, 2006 • Digicorp • Blank checks
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 29, 2005, by and among Rebel Holdings, LLC, a California limited liability company with headquarters located at 6601 Center Drive West, Suite 200, Los...Securities Purchase Agreement • January 5th, 2006 • Digicorp • Blank checks • California
VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of December 29, 2005, by and among Jay Rifkin ("Rifkin") and the stockholders of Digicorp, a Utah corporation (the "Company"), listed on the signature pages hereto (the...Voting Agreement • January 5th, 2006 • Digicorp • Blank checks • Utah
DIGICORPDigicorp • October 5th, 2005 • Blank checks
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of December 29, 2005, by and among Digicorp, a Utah corporation (the "Company"), and the Rebel Crew Holdings, LLC and its respective endorsees, transferees and assigns (the "Secured...Security Agreement • January 5th, 2006 • Digicorp • Blank checks • California
EXHIBIT B LOCK-UP AGREEMENTLock-Up Agreement • January 5th, 2006 • Digicorp • Blank checks
DIGICORP SUBSCRIPTION AGREEMENTSubscription Agreement • April 24th, 2006 • Digicorp • Blank checks • California
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of April 24, 2006, by and between Digicorp, a Utah corporation ("Buyer"), and EAI Technologies, Inc., a Virginia corporation ("Seller"). W I T N E S S E...Asset Purchase Agreement • August 21st, 2006 • Digicorp • Blank checks • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of September 20, 2005 and shall be effective as of September 20, 2005 (the "Effective Date") by and between Digicorp, a Utah corporation, with an office...Employment Agreement • September 22nd, 2005 • Digicorp • Blank checks • California
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2015 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec
THIS Employment Agreement (“Agreement”) is made and executed effective as of September 1, 2014 (the “Effective Date”), by and between Midwest Energy Emissions Corp., a Delaware corporation (the “Company”), and Keith McGee (“Employee”).
MIDWEST ENERGY EMISSIONS CORP. STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • March 30th, 2016 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec
THIS AGREEMENT is made as of January 1, 2014, between MIDWEST ENERGY EMISSIONS CORP., a Delaware corporation (the "Company"), and MARCUS A. SYLVESTER (the "Employee").
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2013 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT, is made and executed effective as of December 12, 2013 (“Amendment”) (the “Effective Date”), by and between Midwest Energy Emissions Corp., a Delaware corporation (the “Company”), and Richard H. Gross (“Employee”).
Aegis Equity LLC 1012 Prospect St. , Suite 300 La Jolla, CA 92037 November 11, 2005 Re: Consulting Agreement Dear Messrs. Horne and Ault, This letter presents the terms of the consulting agreement (the "Agreement") between Digicorp (OTCBB: DGCO.OB)...Digicorp • November 14th, 2005 • Blank checks • California
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED...Employment Agreement • June 13th, 2024 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is dated as of June 7, 2024, and effective as of June 1, 2024 (the “Effective Date”), by and between Midwest Energy Emissions Corp., a Delaware corporation (the “Company”), and Richard MacPherson (“Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 15th, 2016 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November [ ], 2016, by and among Midwest Energy Emissions Corp., a Delaware corporation, with its principal offices located at 670 D Enterprise Drive, Lewis Center, Ohio 43035 (the “Company”), and the investors identified in their respective “Buyer Signature Page” attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PREAMBLELine of Credit Agreement • April 10th, 2006 • Digicorp • Blank checks • California
a Delaware corporation) Warrant for the Purchase of 875,000 shares of Common Stock, par value $.001 per share Void after 11:59 p.m., Pacific Time, on August 29, 2013China Youth Media, Inc. • July 7th, 2010 • Services-advertising agencies • Delaware
DIGICORP, INC., a Delaware corporation (the “Company”), hereby certifies that YEAR OF THE GOLDEN PIG, LLC (the “Holder”), for value received, is entitled, subject to the provisions of this Warrant, to purchase from the Company at any time, or from time to time during the period commencing as of the Exercise Date (as hereinafter defined) and expiring at 11:59 p.m., Pacific Time, on August 29, 2013 (the “Expiration Date”), up to 875,000 fully paid and non-assessable shares of Common Stock at a price of $0.09 per share (the “Exercise Price”).
DIGICORP SUBSCRIPTION AGREEMENTSubscription Agreement • May 24th, 2005 • Digicorp • Blank checks • California
MIDWEST ENERGY EMISSIONS CORP. WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • February 3rd, 2016 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
This Warrant has been issued pursuant to the terms of that certain Financing Agreement, dated as of August 14, 2014, as amended by Waiver and Amendment to Financing Agreement, dated as of March 16, 2015, Waiver and Amendment No. 2 to Financing Agreement, dated as of November 16, 2015 and Amendment No. 3 to Financing Agreement, dated as of the Original Issue Date set forth above (collectively, as so amended and as such may be further amended, restated, modified or supplemented from time to time, the "Financing Agreement"), by and among the Company, the Holder and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement.
INVESTOR/REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2014 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
This Investor/Registration Rights Agreement (the “Agreement”) is made and entered into as of the 14th day of August, 2014, by and Midwest Energy Emissions Corp., a Delaware corporation (the “Company”) and AC Midwest Energy LLC, a Delaware limited liability company (the “Holder”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 1st, 2013 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec
The undersigned hereby agree to file a joint Schedule 13G, and any required amendments to such Schedule, with respect to the interests of the undersigned in Midwest Energy Emissions Corp., and that the Schedule 13G to which this Agreement is attached has been filed on behalf of each of the undersigned.
September 28, 2022Financing Agreement • September 30th, 2022 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec
AMENDMENT NO. 3 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTYFinancing Agreement • March 1st, 2019 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
This AMENDMENT NO. 3 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY, dated as of February 25, 2019 (this “Amendment No. 3”), and effective as of December 15, 2018 (the “Effective Date”), is executed among Midwest Energy Emissions Corp., a Delaware corporation, (the “Borrower”), MES, Inc., a North Dakota corporation (“MES” or “Guarantor”), and AC Midwest Energy LLC, a Delaware limited liability company (the “Lender”). Each of Borrower, MES and the Lender may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”.
Termination AgreementTermination Agreement • December 15th, 2010 • China Youth Media, Inc. • Services-advertising agencies
FINANCING AGREEMENT Dated as of August 14, 2014 by and among MIDWEST ENERGY EMISSIONS CORP., a Delaware corporation as Borrower, MES, INC., a North Dakota corporation as Guarantor and AC MIDWEST ENERGY LLC, a Delaware limited liability company, as...Financing Agreement • August 15th, 2014 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 15th, 2014 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into as of August 14, 2014, by and among Richard Galterio (“Agent”) as agent for the Investors (as defined in that certain Noteholder Agency Appointment Agreement by and between the Investors and Agent, the “Agency Agreement”)) (each a “Subordinated Creditor” and collectively the "Subordinated Creditors"), Midwest Energy Emissions Corp., a Delaware corporation (“Borrower”) and MES, Inc., a North Dakota corporation (the “Guarantor”) (Borrower and Guarantor shall be referred to herein as the “Credit Parties”) and AC Midwest Energy LLC, a Delaware limited liability company (“Senior Lender”).
DIGICORP December 20, 2005 Rebel Crew Films, Inc. 4143 Glencoe Ave. Marina Del Ray, CA 90292 Attn: Jay Rifkin Cesar Chatel RE: Stock Purchase Agreement dated as of December 20, 2005 among Digicorp, Rebel Crew Films, Inc., Rebel Holdings, LLC and Cesar...Digicorp • December 21st, 2005 • Blank checks
RE: Stock Purchase Agreement dated as of December 20, 2005 among Digicorp, Rebel Crew Films, Inc., Rebel Holdings, LLC and Cesar Chatel (the "Agreement")
AMENDMENT NO. 1 TO INVESTOR/REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2015 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec
THIS AMENDMENT NO. 1 TO INVESTOR/REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made as of the 16th day of November by Midwest Energy Emissions Corp., a Delaware corporation ("Borrower"), and AC Midwest Energy LLC, a Delaware limited liability company (the "Lender" or "Holder").
TERMINATION AGREEMENTTermination Agreement • June 27th, 2011 • China Youth Media, Inc. • Services-advertising agencies
The undersigned parties hereby agree that the Employment Agreement dated as of November 2, 2009 and effective as of July 1, 2009 (the “Employment Agreement”) by and between China Youth Media, Inc. (the “Company”) and Jay Rifkin (“Rifkin”) is hereby terminated with immediate effect and neither party shall have any further responsibility or liability thereunder, except as the parties have otherwise agreed pursuant to that certain Agreement and Plan of Merger dated as of June 1, 2011 among the Company, China Youth Media Merger Sub, Inc., and Midwest Energy Emissions Corp. (the “Merger Agreement”) and closing thereunder. The consideration Rifkin is receiving pursuant to the Merger Agreement and related documents is deemed to be in full payment for all amounts owed under the Employment Agreement.
AMENDMENT NO. 1 TO WARRANTFinancing Agreement • November 6th, 2015 • Midwest Energy Emissions Corp. • Measuring & controlling devices, nec • New York
THIS AMENDMENT NO. 1 TO WARRANT (the “Amendment”) is made as of the16th day of March 2015, by Midwest Energy Emissions Corp., a Delaware corporation, (the “Borrower”) in favor of AC Energy Midwest LLC, a Delaware limited liability company (the “Lender”).
CONTENT LICENSE AGREEMENTContent License Agreement • June 4th, 2008 • Digicorp, Inc. • Services-advertising agencies • California
THIS AGREEMENT is made as of this 2nd day of June, 2008 by and among Digicorp, Inc., a corporation organized under the laws of the State of Delaware, United States of America with offices at 4143 Glencoe Avenue, Unit B, Marina Del Rey, California 90291, U.S.A. ("COMPANY") and New China Media LLC, a Florida limited liability company (a/k/a New China Media Limited) with offices at 400 Alton Road, Penthouse 7, Miami Beach, Florida 33139 ("NCM"); YGP, LLC, a Florida limited liability company with offices at 4000 Hollywood Blvd, Suite 485 South, Hollywood, Florida, 33021 ("YGP") and TWK Holdings, LLC with offices at Room 4301, 43/F, Jardine House , One Connaught Place, Central, Hong Kong ("TWK") (NCM, YGP and TWK shall be individually and collectively referred to as "CONTENT PROVIDER") (COMPANY and CONTENT PROVIDER are hereinafter sometimes collectively referred to as the "Parties").
