INDEMNITY AGREEMENTIndemnification Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of January 12, 2007 and is made by and between Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (the “Company”), and [ ], an officer or director of the Company (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG KREIDO BIOFUELS, INC. (formerly known as Gemwood Productions, Inc.) KREIDO ACQUISITION CORP. AND KREIDO LABORATORIES January 12, 2007Merger Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and effective as of November 1, 2006 (the “Effective Date”), between KREIDO LABORATORIES (the “Company”), and JOEL BALBIEN, Ph.D., an individual (the “Executive”).
ESCROW AGREEMENTEscrow Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
This Escrow Agreement is entered into as of January 12, 2007, by and among Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (the “Parent”), Joel A. Balbien (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 12th day of January, 2007 (the “Effective Date”) between Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each a “Purchaser” and collectively the “Purchasers”).
KREIDO BIOFUELS, INC. Form of Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
The grant of this stock option is made pursuant to the Kreido Biofuels, Inc. Equity Incentive Plan (the “Plan”). The terms of the Plan are incorporated into this letter and in the case of any conflict between the Plan and this letter, the terms of the Plan shall control.
SPLIT-OFF AGREEMENTSplit-Off Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
SPLIT-OFF AGREEMENT, dated as of this 12th day of January, 2007 (this “Agreement”), by and among Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (“Seller”), Victor Manuel Savceda (“Buyer”), Gemwood Leaseco, Inc., a Nevada corporation (“Leaseco”), and Kreido Laboratories, a California corporation (“Kreido”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this 12th day of January, 2007, by and among Kreido Biofuels, Inc. (f/k/a Gemwood Productions, Inc.), a Nevada corporation (the “Company”), Kreido Laboratories, a California corporation (“Kreido”) and the investor identified on the signature page to this Agreement (the “Investor”).
KREIDO BIOFUELS, INC.Non-Qualified Stock Option Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
KREIDO BIOFUELS, INC. Form of Incentive Stock Option AgreementIncentive Stock Option Agreement • January 16th, 2007 • Kreido Biofuels, Inc. • Services-amusement & recreation services • New York
The grant of this stock option is made pursuant to the Kreido Biofuels, Inc. Equity Incentive Plan (the “Plan”). This stock option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. The terms of the Plan are incorporated into this letter and in the case of any conflict between the Plan and this letter, the terms of the Plan shall control.
