April 17, 2013 Holders of Mission NewEnergy Limited Series Three Convertible Notes Re: Agreement and Release among Noteholders Dear Sirs:Agreement and Release Among Noteholders • May 15th, 2013 • Westcliff Trust • Industrial organic chemicals
As you know, SLW International, LLC has acted as non-fiduciary intermediary on behalf of the holders of the Series Three Convertible Notes (the “Notes”) with Mission NewEnergy Limited (the “Company”) concerning a potential sale of Mission’s 100,000 tpa biodiesel refinery and related assets in Malaysia (“M1 Asset Sale”) and the holders of the Notes are considering a proposal whereby a portion of the outstanding amount of the Notes would be redeemed by the Company in the event of the consummation of such M1 Asset Sale.
SECURITY AGREEMENT-PLEDGESecurity Agreement • March 6th, 2013 • Westcliff Trust • Industrial organic chemicals • Texas
This Security Agreement-Pledge dated as of August 24, 2012 (this “Agreement”), is by and between WESTCLIFF TRUST (“Pledgor”) and Muragai Financial, LLC, a Delaware limited liability company (“Secured Party”).
Re: Waiver for Material Asset SaleWaiver Agreement • May 15th, 2013 • Westcliff Trust • Industrial organic chemicals
This Letter (the “M1 Waiver Agreement”) relates to Mission NewEnergy Limited (the “Company”), issued Series Three Convertible Notes Deed Poll dated as of November 23, 2012, (“CN3 Deed Poll”). Except as expressly agreed hereby, the CN3 Deed Poll remains in full force and effect in accordance with its terms. Terms used herein and not otherwise defined shall have the meanings ascribed to them in the CN3 Deed Poll.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 6th, 2013 • Westcliff Trust • Industrial organic chemicals • Texas
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as August 24, 2012 (the “Effective Date”) by and between SLW International, LLC, a Texas limited liability company (“Seller”), and Westcliff Trust (“Purchaser”).
