REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2006 • Orion Ethanol, Inc • Industrial organic chemicals • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2006, by and among Orion Ethanol, Inc. (formerly, RTO Holdings, Inc.), a Nevada corporation, with headquarters located at 307 South Main, Pratt, Kansas 67124 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
AMENDED AND RESTATED OPERATING AGREEMENT OF ORION ETHANOL, LLCOperating Agreement • August 29th, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Kansas
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Orion Ethanol, LLC, a Kansas limited liability company (the “Company”), is executed on August 28, 2006 (the “Effective Date”), is adopted, executed and agreed to, by RTO Holdings, Inc., a Nevada corporation, as the sole member of the Company (the “Member”).
SUBSCRIPTION AGREEMENT RTO HOLDINGS, INC.Subscription Agreement • June 22nd, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Nevada
THIS SUBSCRIPTION AGREEMENT made this 21st day of June 2006 by and between RTO Holdings, Inc., a Nevada corporation (hereinafter the “Issuer” or “Company”), and the undersigned subscriber (the “Subscriber”), who, for and in consideration of the mutual promises and covenants set forth herein, do hereto agree as follows:
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • August 29th, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Kansas
This Unit Exchange Agreement (the “Agreement”) is entered into as of August 28, 2006 by and among ORION ETHANOL, LLC (the “Orion”), and each of the members of GATEWAY HOLDCO, L.L.C., a Kansas limited liability company (“Gateway”) that execute this Agreement on the signature page hereto (each a “Member” and collectively, the “Members”). Each of the parties hereto is referred to as a “Party,” and collectively, as the “Parties”.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • August 29th, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Nevada
This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of August 28, 2006, is by and among RTO HOLDINGS, INC., a Nevada corporation (the “Parent”), ORION ETHANOL, LLC, a Kansas limited liability company (the “Company”), and the members of the Company signatory hereto (the “Members”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2006 • Orion Ethanol, Inc • Industrial organic chemicals • New York
The undersigned subscriber (“Subscriber” or “Buyer”) hereby tenders this Subscription Agreement (this “Agreement”) in accordance with and subject to the terms and conditions set forth herein:
VOTING AGREEMENTVoting Agreement • May 31st, 2007 • Orion Ethanol, Inc • Industrial organic chemicals • Delaware
This Voting Agreement (this “Agreement”) is entered into as of May 30, 2007, by and among Orion Ethanol, Inc., a Nevada corporation (“Orion”), OEI Acquisition Sub, Inc., a Delaware corporation and Orion’s wholly-owned subsidiary (“OEI”), GreenHunter Energy, Inc., a Delaware corporation (“GreenHunter”) and Investment Hunter, LLC, a Delaware limited liability company (“Stockholder”). Orion, OEI, GreenHunter and Stockholder are sometimes referred to herein as the “Parties”.
GREENHUNTER ENERGY INC.Merger Agreement • July 13th, 2007 • Orion Ethanol, Inc • Industrial organic chemicals
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Kansas
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 15th day of August, 2006, is entered into by and between Orion Ethanol, LLC, a Kansas Limited Liability Company (the “Company”) and Patrick N. Barker (“Executive”).
Orion Ethanol, Inc. Restricted Stock AgreementRestricted Stock Agreement • June 4th, 2007 • Orion Ethanol, Inc • Industrial organic chemicals • Nevada
This Restricted Stock Agreement (“Agreement”), dated as of this 12th day of January, 2007, is made by and between Orion Ethanol, Inc. (formerly RTO Holdings, Inc.), a Nevada corporation (“Company”), and Gary C. Evans (“Stockholder”).
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • August 29th, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Kansas
This Unit Exchange Agreement (the “Agreement”) is entered into as of August 28, 2006 by and among ORION ETHANOL, LLC (the “Orion”), and each of the members of ORION DEVELOPMENT, LLC., a Kansas limited liability company (“Orion Development”) that execute this Agreement on the signature page hereto (each a “Member” and collectively, the “Members”). Each of the parties hereto is referred to as a “Party,” and collectively, as the “Parties”.
VOTING AGREEMENTVoting Agreement • May 31st, 2007 • Orion Ethanol, Inc • Industrial organic chemicals • Delaware
This Voting Agreement (this “Agreement”) is entered into as of May 30, 2007, by and among Orion Ethanol, Inc., a Nevada corporation (“Orion”), OEI Acquisition Sub, Inc., a Delaware corporation and Orion’s wholly-owned subsidiary (“OEI”), GreenHunter Energy, Inc., a Delaware corporation (“GreenHunter”) and SNB Associates, LLC, a Kansas limited liability company (“Stockholder”). Orion, OEI, GreenHunter and Stockholder are sometimes referred to herein as the “Parties”.
AGREEMENT AND PLAN OF MERGER Among ORION ETHANOL, INC. (“Parent”), OEI ACQUISITION SUB, INC. (“Merger Sub”) And GREENHUNTER ENERGY INC. (“GreenHunter”) May 30, 2007Merger Agreement • May 31st, 2007 • Orion Ethanol, Inc • Industrial organic chemicals • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of the 30th day of May, 2007, by and among Orion Ethanol, Inc., a Nevada corporation (“Parent”); OEI Acquisition Sub, Inc., a Delaware Corporation (“Merger Sub”); and GreenHunter Energy Inc., a Delaware corporation (“GreenHunter”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 22nd, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Nevada
BETWEEN, Jeff Jenson, an individual (the “Seller”) and Halter Financial Investments, L. P., a Texas limited partnership (the “Purchaser”).
Dated April 25, 2008 ORION ETHANOL, INC. (“Seller”) and MERCY, LLC (the “Buyer”) UNIT PURCHASE AGREEMENT Shook Hardy and Bacon 2555 Grand Blvd Kansas City, Missouri 64108-2613 Telephone 816-474-6550 Facsimile 816-421-5547 Attn: Patrick HendersonUnit Purchase Agreement • May 1st, 2008 • Orion Ethanol, Inc • Industrial organic chemicals • Kansas
Now, therefore, in consideration of the mutual promises and covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
INDEMNIFICATION AND HOLD HARMLESS AGREEMENTIndemnification & Liability • May 1st, 2008 • Orion Ethanol, Inc • Industrial organic chemicals • Kansas
THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (the “Agreement”) is entered into as of the 25th day of April, 2008, but effective as of April 1, 2008, by and between Orion Ethanol, Inc., a Nevada corporation (the “Corporation”), and Jerry Vernon Nash, an individual (“Nash”).
ContractStock Option Agreement • June 4th, 2007 • Orion Ethanol, Inc • Industrial organic chemicals
