OMNIBUS AMENDMENT TO ASSET PURCHASE AGREEMENT AND OPERATIVE DOCUMENTSAsset Purchase Agreement • June 15th, 2006 • Nova Oil Inc • Crude petroleum & natural gas • Wisconsin
THIS OMNIBUS AMENDMENT, dated as of April 28, 2006 (this “Amendment”), is between BioSource America, Inc., a Texas corporation (the “Buyer”), Nova Oil, Inc., a Nevada corporation (“Nova”), BioSource Fuels, LLC, a Wisconsin limited liability company (the “Seller”), and the members of the Seller and their respective assignees as set forth on the signature page hereto (collectively, the “Members”). Capitalized terms used but not defined herein shall have the meaning set forth in the Purchase Agreement (as defined below).
NOVA ENERGY HOLDING, INC. 2006 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE AND NON-QUALIFIED STOCK OPTIONS)Stock Option Agreement • June 15th, 2006 • Nova Oil Inc • Crude petroleum & natural gas
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement (“Agreement”), Nova Energy Holding, Inc. (the “Company”) has granted you an option (“Stock Option”) under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 15th, 2006 • Nova Oil Inc • Crude petroleum & natural gas
· Provide a baseline upon which three agreements can be authored and executed by both Scott Petroleum(SPC) and Biosource America (BSA). The three agreements would include a basic design-build services agreement for the construction of an 20-MGY biodiesel production facility, and an off take agreement for the purchase of a minimum of 50% of the biodiesel fuel and 50% of the glycerin produced by the refinery by biosource America, and a reimbursement for the incremental infrastructure costs.
AGREEMENT BETWEEN SCOTT PETROLEUM CORPORATION AND BIOSOURCE AMERICA, INC.Design/Build Agreement • June 15th, 2006 • Nova Oil Inc • Crude petroleum & natural gas
This Agreement has been prepared for use with the Standard General Conditions of the Contract Between Owner and Design/Builder. Their provisions are interrelated and a change in one may necessitate a change in the other.
