EX-10.5
from 10-K
10 pages
Contents Clause Page Section 1 Interpretation 3 Section 2 Appointment of Agents 8 Section 3 Development of New Projects 9 Section 4 Ownership and Operation of New Projects 10 Section 5 Operations, Repair and Maintenance of New Projects 11 Section 6 Marketing Services 12 Section 7 Agent Services 12 Section 8 Payments 12 Section 9 Joint and Several Obligations 15 Section 10 Indemnity 15 Section 11 Assignment and Delegation 16 Section 12 Release, Adherence & Accession 16 Section 13 Conflict of Interest 17 Section 14 Limitation of Liability 17 Section 15 Relationship of the Parties 17 Section 16 Disputes 18 Section 17 Notices 18 Section 18 Force Majeure 19 Section 19 Governing Law 19 Section 20 Third Parties 19 Section 21 Counterparts 20 Schedules 1 Project Companies 21 2 Developer Services to Be Carried Out 22 3 the Agent Services 24 4 Deed of Release, Adherence and Accession 25 Between (1) Ridgewood Roc II 2003 LLC, a Delaware Limited Liability Company Trading in the U.K. Whose Registered Address Is Situate at 947 Linwood Avenue, Ridgewood, Nj, 07450, USA (The "Developer"); and (2) Clpe Roc-2 Limited a Company Incorporated in England and Wales With Company Number 05040534 Whose Registered Office Is Units 14 & 15 Queensbrook, Bolton Technology Exchange, Spa Road, Bolton Bl1 4ay (The "Bank Agent"); (3) Clpe Roc-2a Limited a Company Incorporated in England and Wales With Company Number 05188043 Whose Registered Office Is Units 14 & 15 Queensbrook, Bolton Technology Exchange, Spa Road, Bolton Bl1 4ay (The "Non Bank Agent"); (4) Those Companies Brief Details of Which Are Set Out in Schedule 1 Hereto (The "Project Companies" and Each a "Project Company")
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EX-10.4
from 10-K
6 pages
Between (1) Ridgewood Roc II 2003 LLC a Delaware Limited Liability Company Trading in the Uk Whose Registered Address Is Situate at 947 Linwood Avenue, Ridgewood, Nj, 07450, USA ("Ridgewood"); and (2) Clp Developments Limited a Company Incorporated in England and Wales With Company Number 04502342 Whose Registered Address Is Situate at Units 14-15, Queensbrook, Bolton Technology Exchange, Spa Road, Bolton Bl1 4ay (The “Project Manager”). Whereas
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EX-10.3
from 10-K
7 pages
Between (1) Clp Developments Limited a Company Incorporated in England and Wales With Company Number 4502342 Whose Registered Address Is Situate at Units 14-15, Queensbrook, Bolton Technology Exchange, Spa Road, Bolton Bl1 4ay (“Clp”); and (2) Clp Envirogas Limited a Company Incorporated in England and Wales With Company Number 03720203 Whose Registered Address Is Situate at Units 14-15, Queensbrook, Bolton Technology Exchange, Spa Road, Bolton Bl1 4ay (“The Subcontractor”). Whereas
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EX-10.1
from 10-K
3 pages
This Agreement Is Made the Day of Between:- (1) Ridgewood Roc II 2003 LLC a Body Corporate Incorporated With Limited Liability in the State of Delaware, U.S.A. Whose Registered Address Is Situate at 947 Linwood Avenue, Ridgewood, Nj, 07450, USA (“The Purchaser”); and (2) Clp Services Limited a Company Incorporated in England and Wales With Company Number 04502345 of Unit 14-15, Queensbrook, Bolton Technology Exchange, Spa Road, Bolton Bl1 4ay (“The Contractor”). Whereas (A) the Purchaser Has Contracted With Others for the Installation of Power Generation Equipment at the Site. (B) at the Date of This Agreement the Contractor Has Agreed to Provide Operation, Repair and Maintenance Services to the Purchaser Pursuant to the Terms of This Agreement in Respect of the Power Generation Equipment. Now It Is Hereby Agreed as Follows:- 1. Definitions the Terms Defined in This Agreement Shall Have the Meaning Specified Hereunder Unless the Context Otherwise Requires
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EX-10.E
from 10-12G
1 page
As of March 29, 1999 Ridgewood Zap, LLC 947 Linwood Avenue Ridgewood, New Jersey 07450 Attn: Robert L. Gold Dear Gentlemen: In Order to Induce Ridgewood Zap, LLC ("Ridgewood") to Enter Into a Certain Stock and Warrant Purchase Agreement Dated as of March 29, 1999 With Zap Power Systems ("Zap"), for So Long as Ridgewood Owns Not Less Than 5 Percent of the Outstanding Voting Stock of Zap, the Undersigned Shareholders of Zap Hereby Agree to Vote All or Such Portion of Their Stock of Zap as May Be Necessary to Cause to Be Elected to the Board of Directors of Zap Up to Two Persons Nominated by Ridgewood. in the Event of the Resignation of a Director Nominated by Ridgewood, or a Vacancy in Any Such Position Arising for Any Reason, the Undersigned Shareholders Agree to Cause Such Vacancy to Be Filled With a Person Nominated by Ridgewood. Ridgewood Shall Provide Written or Verbal Notification to the Undersigned Shareholders of Its Nominee(s) at or Immediately Prior to Any Meeting Called for the Purpose of Electing Directors. as of the Date of This Letter Agreement, Ridgewood Nominates, and the Undersigned Shareholders Agree to Cause to Be Elected to the Board of Directors the Following Individuals: Robert L. Gold and Douglas Wilson. This Letter Agreement Shall Be Deemed a Contract Governed by the Laws of California and Shall Be Binding on the Undersigned and Any Purchaser of Shares Held by the Undersigned. Sincerely Yours, /S/ Gary D. Starr Gary D. Starr, Individually /S/ James McGreen James McGreen, Individually Accepted and Agreed: Ridgewood Zap, LLC By: Ridgewood Management Corporation By
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