0001615774-14-000054 Sample Contracts

Contract
Earth Gen-Biofuel, Inc. • August 14th, 2014 • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS (“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (a) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND ANY APPLICABLE BLUE SKY LAWS OR (b) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE BLUE SKY LAWS.

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AGREEMENT OF SHARE EXCHANGE AND PLAN OF REORGANIZATION BETWEEN EARTHBLOCK TECHNOLOGIES INC. AND EARTH GEN-BIOFUEL INC
Agreement of Share Exchange • August 14th, 2014 • Earth Gen-Biofuel, Inc. • Ohio

THIS AGREEMENT made and entered into as of the 25th day of September, 2012, by and between Earthblock Technologies Inc., a Nevada corporation (hereinafter called "EBLC"), and Earth Gen-Biofuel Inc., a Nevada corporation (hereinafter called "Gen-Biofuel").

RESCISSION AGREEMENT
Rescission Agreement • August 14th, 2014 • Earth Gen-Biofuel, Inc. • Nevada

This Rescission Agreement (this “Agreement”) is made and entered into as of day 28th day of October 2013 by and among EarthBlock Technologies, Inc., a Nevada corporation (“EarthBlock”), Earth Gen-Biofuel, Inc., a Nevada corporation (“Earth Gen”) and shareholders of EarthBlock identified on Schedule 1 attached hereto(each a “Shareholder” and collectively, the “Shareholders”). EarthBlock, Earth Gen and the Shareholders are each referred to individually as a “Party” and collectively as the “Parties.”

AGREEMENT OF EXCHANGE OF EARTHBLOCK TECHNOLOGIES INC. AND EARTH GEN-BIOFUEL INC.
Agreement • August 14th, 2014 • Earth Gen-Biofuel, Inc.
EARTH GEN-BIOFUEL INC. FARM COOPERATIVE AGREEMENT
Farm Cooperative Agreement • August 14th, 2014 • Earth Gen-Biofuel, Inc. • California

THIS FARMER COOPERATIVE AGREEMENT ("Agreement"), made and entered into as of this 14th day of February, 2014, by and between Earth Gen Biofuel Inc. or its assigns o affiliates, (referred to herein as "Earth Gen") and Nongpa Chang located at Saysavang Village, District of Saythany, Vientiane Prefecture, Lao PDR.

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