Eastwood Trust Sample Contracts

April 17, 2013 Holders of Mission NewEnergy Limited Series Three Convertible Notes
Eastwood Trust • May 15th, 2013 • 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.

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SECURITY AGREEMENT-PLEDGE
Security Agreement-Pledge • March 6th, 2013 • Eastwood Trust • Industrial organic chemicals • Texas

This Security Agreement-Pledge dated as of August 24, 2012 (this “Agreement”), is by and between EASTWOOD TRUST (“Pledgor”) and Muragai Financial, LLC, a Delaware limited liability company (“Secured Party”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 12th, 2014 • Eastwood Trust • Industrial organic chemicals • Texas

This NOTE PURCHASE AGREEMENT (this “Agreement”) is made and executed this 20 day of December, 2013, by and among SLW INTERNATIONAL, LLC, WESTCLIFF TRUST, and EASTWOOD TRUST (each, a “Seller” and collectively, the “Sellers”), and NOBLE HAUS ASIA LTD (the “Acquirer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 6th, 2013 • Eastwood 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 Eastwood Trust (“Purchaser”).

Re: Waiver for Material Asset Sale
Eastwood Trust • May 15th, 2013 • 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.

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