0001477932-16-012459 Sample Contracts

EQUITY PURCHASE AGREEMENT BY AND BETWEEN XFUELS, INC. AND SOUTHRIDGE PARTNERS II LP Dated August 23, 2016
Equity Purchase Agreement • September 13th, 2016 • Xfuels, Inc. • Retail-lumber & other building materials dealers • New York

THIS EQUITY PURCHASE AGREEMENT entered into as of the23rd day of August, 2016 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership ("INVESTOR"), and XFUELS, INC., a Nevada corporation (the "COMPANY").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 13th, 2016 • Xfuels, Inc. • Retail-lumber & other building materials dealers • New York

This Registration Rights Agreement ("Agreement"), dated August 23, 2016, is made by and between XFUELS, INC., a Nevada corporation ("Company"), and SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (the "Investor").

Contract
Promissory Note • September 13th, 2016 • Xfuels, Inc. • Retail-lumber & other building materials dealers

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS SECURITY IS RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

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