0000950133-05-004472 Sample Contracts

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • October 4th, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of September 20, 2005 (the “Execution Date”), by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and [Axwell Business S.A] (the “Purchaser”).

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FORM OF WARRANT
Warrant Agreement • October 4th, 2005 • O2diesel Corp • Wholesale-groceries & related products

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

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