EXHIBIT 10.15 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • March 31st, 2005 • Dyneco Corp • Pumps & pumping equipment • New York
ContractWarrant Agreement • November 15th, 2006 • Dynamic Leisure Corp • Transportation services • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 9, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
ARTICLE I DEFINITIONSExclusive License Agreement • February 6th, 2004 • Dyneco Corp • Pumps & pumping equipment • Ohio
WITNESSETH:Professional Services Agreement • June 18th, 2004 • Dyneco Corp • Pumps & pumping equipment • Minnesota
EXHIBIT 10.13Security Agreement • March 31st, 2005 • Dyneco Corp • Pumps & pumping equipment • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2006 • Dynamic Leisure Corp • Transportation services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 9, 2006, by and among Dynamic Leisure Corporation, a Minnesota corporation with its headquarters located at 5680A W. Cypress Street, Tampa, FL 33607 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • November 15th, 2006 • Dynamic Leisure Corp • Transportation services • New York
SECURITY AGREEMENT (this “Agreement”), dated as of November 9, 2006, by and among Dynamic Leisure Corporation, a Minnesota corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
RECITALSFunding Agreement • February 6th, 2004 • Dyneco Corp • Pumps & pumping equipment • Florida
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2008 • Dynamic Leisure Corp • Transportation services • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 22, 2008, by and among Dynamic Leisure, Corporation, a Minnesota corporation, with headquarters located at 5680 West Cypress Street, Tampa, FL 33607 (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
SECURITY AGREEMENTSecurity Agreement • January 29th, 2008 • Dynamic Leisure Corp • Transportation services • Florida
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 22, 2008, by and between DYNAMIC LEISURE CORPORATION, (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 15th, 2006 • Dynamic Leisure Corp • Transportation services • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of November 9, 2006, by and among Dynamic Leisure Corporation, a Minnesota corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
EXHIBIT 10.11Consulting Agreement • September 5th, 2006 • Dynamic Leisure Corp • Transportation services • Florida
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • January 29th, 2008 • Dynamic Leisure Corp • Transportation services • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2008, by and among DYNAMIC LEISURE CORPORATION, a Minnesota corporation, with its principal office located at 5680 West Cypress Street, Tampa, FL 33607 (the “Company”), and the undersigned investors (each, an “Investor” and collectively, the “Investors”).
EXHIBIT 10.11Subscription Agreement • March 31st, 2005 • Dyneco Corp • Pumps & pumping equipment • New York
EXHIBIT 10.14Collateral Agent Agreement • March 31st, 2005 • Dyneco Corp • Pumps & pumping equipment • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2006 • Dynamic Leisure Corp • Transportation services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 9, 2006, by and among Dynamic Leisure Corporation, a Minnestota corporation, with headquarters located at 5680A W. Cypress Street, Tampa, FL 33607 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
EXHIBIT 10.11Consulting Agreement • March 31st, 2006 • Dynamic Leisure Corp • Pumps & pumping equipment • Florida
EXHIBIT 10.2 MILLER INVESTMENTS, LLC 6785666978 p. 1 Oct 25 07 03:41p MODIFICATION AND WAIVER AGREEMENT This Modification Agreement ("Agreement") dated as of October 25, 2007 is entered into by and among Dynamic Leisure Corporation, a Minnesota...Modification and Waiver Agreement • November 19th, 2007 • Dynamic Leisure Corp • Transportation services
DYNAMIC LEISURE CORPORATION COMMON STOCK PURCHASE AGREEMENT July 28, 2006Common Stock Purchase Agreement • August 2nd, 2006 • Dynamic Leisure Corp • Transportation services • Florida
This Common Stock Purchase Agreement (the “Agreement”) is made as of the 28th day of July, 2006 by and between Dynamic Leisure Corporation, a Minnesota corporation, (the “Company”) and Miller Investments, LLC, an Indiana limited liability company (the “Purchaser”).
DYNECO CORPORATION WARRANT TO PURCHASE SHARES OF COMMON STOCK 2,000,000 SharesWarrant Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment • California
THIS CERTIFIES THAT, for value received, the undersigned purchaser MMA Capital, LLC, a Delaware Limited Liability Company, or its assigns (the “Holder”), is entitled to purchase TWO MILLION (2,000,000) Shares of Common Stock (as adjusted pursuant to Section 3 hereof)(“Shares”) of Dyneco Corporations, a Minnesota corporation (the “Company”), at a price of One Dollar ($1.00 U.S.) per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 3 hereof is herein referred to as the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, (a) the term “Common Stock” shall mean the Company’s presently authorized Common Stock, and any stock into or for which such Common Stock may hereafter be converted or exchanged, and (b) the term “Date of Grant” shall mean January 13, 2006.
PURCHASE AGREEMENTPurchase Agreement • March 8th, 2006 • Dynamic Leisure Corp • Pumps & pumping equipment
THIS PURCHASE AGREEMENT is made as of March 6, 2006, by and between Dynamic Leisure Group, Inc., a Florida corporation, its successors or assigns (“Dynamic” or the “Company”), Dynamic Leisure Corporation, a Minnesota corporation (“DYCO”); and Stephen A. Hicks, Island Resort Tours, Inc., a New York corporation, and International Travel and Resorts, Inc., a New York corporation (collectively, “IRT/ITR”).
SECURITY AGREEMENTSecurity Agreement • February 13th, 2006 • Dyneco Corp • Pumps & pumping equipment • Florida
THIS SECURITY AGREEMENT is executed and effective the 8th day of February 2006, by Dynamic Leisure Group North America, Inc., n/k/a Dynamic Leisure Group, Inc., a Florida corporation (“Dynamic” or the “Purchaser”), in favor of RAYMON VALDES (“Valdes” or the “Secured Party”).
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment • Florida
THIS STOCK EXCHANGE AGREEMENT (the “Agreement”) is made and entered into effective January 13, 2006, by and among DYNECO CORPORATION, a Minnesota corporation (“DynEco”), DYNAMIC LEISURE GROUP, INC., a Florida corporation (“Dynamic”), and the shareholders of Dynamic listed on the signature page and Exhibit A hereto, constituting all of the shareholders of Dynamic (collectively, the “Shareholders”).
EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENTExclusive Patent and Know-How License Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment
THIS AGREEMENT is made by and between Thomas C. Edwards, PhD, residing at 1426 Gleneagles Way, Rockledge, FL 32955 (hereinafter sometimes “Edwards”), and DynEco Corporation, a Minnesota corporation, having offices at 564 International Place, Rockledge, FL 32955 (hereinafter sometimes “DynEco”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 10th, 2006 • Dynamic Leisure Corp • Transportation services • Florida
AGREEMENT made and entered into as of the 5th day of October 2006, by and between BUCCANEER EXPLORATION INC., a Florida corporation having an office at 33 Harbour Bay Shopping Plaza, East Bay Street, P. O. Box CR-56766, Suite 175, Nassau, Bahamas (“Buccaneer”) and DYNAMIC LEISURE CORPORATION, f/k/a DynEco Corporation, a Minnesota corporation, having an office at 5680A W. Cypress Street, Tampa, FL 33607 (“Dynamic”).
DYNECO CORPORATION SECURED CONVERTIBLE PROMISSORY NOTEConvertible Note • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment • California
THIS CERTIFIES THAT, for value received, Dyneco Corporation a Minnesota corporation (the “Company”), promises to pay to MMA Capital, LLC, a Delaware Limited Liability Company, or its assigns (the “Holder”) the principal sum of Two Million Dollars ($2,000,000.00 U.S.), subject to the terms and conditions of this convertible promissory note (the “Note”), the Security Agreement between the Company and the Holder of even date herewith (the “Security Agreement”), and the Subscription Agreement between the Company and the Holder of even date herewith (the “Subscription”). In addition, the Company promises to pay to the Holder simple interest quarterly on all outstanding principal hereunder accruing at the rate of eight percent (8%) per annum (computed on the basis of a 360-day year), commencing from the Effective Date (as defined on the signature page below) until January 13, 2007, Note maturity date (the “Maturity Date”).
SETTLEMENT AGREEMENTSettlement Agreement • August 6th, 2007 • Dynamic Leisure Corp • Transportation services • New York
This Settlement Agreement (“Agreement”) dated as of July 31, 2007 is entered into by and among Dynamic Leisure Corporation, a Minnesota corporation (the “Company”) and the subscribers identified on the signature page hereto (the “Subscribers”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 10th, 2006 • Dynamic Leisure Corp • Transportation services • Florida
AGREEMENT made and entered into as of the 5th day of October 2006, by and between BUCCANEER EXPLORATION INC., a Florida corporation having an office at 33 Harbour Bay Shopping Plaza, East Bay Street, P. O. Box CR-56766, Suite 175, Nassau, Bahamas (“Buccaneer”), and DYNAMIC LEISURE CORPORATION, f/k/a DynEco Corporation, a Minnesota corporation having an office at 5680A W. Cypress Street, Tampa, FL 33607 (“Dynamic”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2006 • Dynamic Leisure Corp • Transportation services • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 5, 2006 (the “Commencement Date”), between Dynamic Leisure Corporation, a Minnesota corporation (the “Parent Company”) and Nigel Osborne (the “Executive”).
EXHIBIT 10.12Convertible Note Agreement • March 31st, 2005 • Dyneco Corp • Pumps & pumping equipment • New York
EXHIBIT 10.5 EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT THIS AGREEMENT is by and between Thomas C. Edwards, Ph.D., residing at 1426 Gleneagles Way, Rockledge, FL 32955 (hereinafter sometimes "Edwards"); and DynEco Corporation, a corporation of...Exclusive Patent and Know-How License Agreement • February 6th, 2004 • Dyneco Corp • Pumps & pumping equipment • Minnesota
MODIFICATION AND WAIVER AGREEMENTModification and Waiver Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment
This Modification and Waiver Agreement (“Agreement”) dated as of January 13, 2006 is entered into by and among Dyneco Corporation, a Minnesota corporation (the “Company”) and the subscribers and Finders identified on the signature page hereto (each herein a “Subscriber” and collectively “Subscribers” or the “Parties”).
SEPARATION AGREEMENTSeparation Agreement • January 23rd, 2006 • Dyneco Corp • Pumps & pumping equipment • Florida
WHEREAS, Edwards and DynEco are parties to a certain Employment Agreement dated as of January 1, 2004, as same may have been amended or modified (the “Employment Agreement”); and
PURCHASE AGREEMENTPurchase Agreement • February 13th, 2006 • Dyneco Corp • Pumps & pumping equipment
THIS PURCHASE AGREEMENT is made as of February 8, 2006 (the “Closing Date”), by and between Dynamic Leisure Group North America, Inc., n/k/a Dynamic Leisure Group, Inc., a Florida corporation (“Dynamic” or the “Company”); DynEco Corporation, a Minnesota corporation (“DynEco”); and Raymon Valdes and Changes in L’Attitudes, Inc., a Florida corporation (collectively, “CLA”).
MODIFICATION AND WAIVER AGREEMENTModification and Waiver Agreement • June 8th, 2007 • Dynamic Leisure Corp • Transportation services
This Modification and Waiver Agreement (“Agreement”) dated as of June 4, 2007 is entered into by and among Dynamic Leisure Corporation, a Minnesota corporation (the “Company”) and the subscribers and Finders identified on the signature page hereto (each herein a “Subscriber” and collectively “Subscribers” or the “Parties”).
