FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), made as of the __ day of _________, 2006, by and between H2Diesel, Inc., a Delaware corporation, (“H2”) and each of the persons and entities listed on Exhibit A attached hereto (the “Holders”). For purposes of this Agreement, H2, together with Pubco (as defined in those certain subscription agreements of even date herewith (the “Subscription Agreements”), each between H2 and a Holder signatory thereto), are referred to as the “Company”. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Subscription Agreements. This Agreement shall be automatically effective upon the effectiveness of the Merger (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is entered into on October 18, 2006, by and between H2Diesel, Inc., a Delaware corporation its successors and assigns (collectively the “Company”), and David A. Gillespie (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is entered into on May 5, 2006, by and between H2Diesel, Inc., a Delaware corporation (the “Company”), and Lee S. Rosen (the “Executive”).
TECHNOLOGY ACCESS AGREEMENTTechnology Access Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone)
This Technology Access Agreement (the “Agreement”) is made by and between H2Diesel, Inc., a Delaware corporation (hereinafter “H2Diesel”) and Xethanol Corporation, a Delaware corporation (hereinafter “Xethanol”), effective as of the 15th day of June, 2006 (the “Effective Date”).
H2DIESEL, INC. Stock Option AgreementStock Option Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
AMENDED AND RESTATED SUBLICENSE AGREEMENTSublicense Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone)
This Amended and Restated Sublicense Agreement (the “Agreement”) is made by and between H2Diesel, Inc., a Delaware corporation (hereinafter “Sublicensor”) and Xethanol Corporation, a Delaware corporation (hereinafter “Sublicensee”), as of the 15th day of June, 2006 (the “Effective Date”).
H2DIESEL, INC. Stock Option AgreementStock Option Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
This Indemnification Agreement (this “Agreement”), made as of October 20, 2006, among Wireless Holdings, Inc., a Florida corporation (the “Company”) and Joseph Hess (the “Indemnitee” or “Director”).
H2Diesel, Inc. 20283 State Road 7, Suite 40 Boca Raton, Florida 33498 September 11, 2006Exclusive License Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone)
To memorialize our recent discussions, please acknowledge your agreement that the License Agreement is amended to extend each of the following deadlines to December 31, 2006, by executing this letter in the space provided below:
PURCHASE AND REPAYMENT AGREEMENTPurchase and Repayment Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
PURCHASE AND REPAYMENT AGREEMENT, dated as of October 20, 2006 (this “Agreement”), by and among Wireless Holdings, Inc., a Florida corporation (the “Purchaser”), and Joseph Hess, having an address at 301 North Ocean Blvd., Pompano Beach, FL 33062 (the “Seller”). Capitalized terms used and not defined herein shall have the respective meanings set forth in the Agreement of Merger and Plan of Reorganization dated as of October 17, 2006 (the “Merger Agreement”) among the Purchaser, Wireless Acquisition Holdings Corp., and H2Diesel, Inc.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone)
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into on this 20th day of March, 2006, by and between Ferdinando Petrucci, an individual residing at Via Stazione, 133A, Arce [Frosinone], Italy (“Licensor”), and H2Diesel, Inc., a Delaware corporation having its principal offices located at 17698 Foxborough Lane, Boca Raton, Florida 33496 (the “Licensee”), on behalf of which Mr. Lee Rosen is authorized to sign this Agreement.
ACQUISITION AGREEMENTAcquisition Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
THIS ACQUISITION AGREEMENT (this “Agreement”) is entered into as of the 20th day of October, 2006, by and between Joseph Hess, a Florida resident, (hereinafter “Hess”) and Wireless Holdings, Inc., a Florida corporation (hereinafter referred to as “Holdings”). Capitalized terms used and not defined herein shall have the respective meanings set forth in the Agreement of Merger and Plan of Reorganization dated as of October 17, 2006 (the “Merger Agreement”) among the Purchaser, Wireless Acquisition Holdings Corp., and H2Diesel, Inc.
