June 13, 2008
Allegro
Biodiesel Corporation
0000
Xxxx Xxxxxxx Xxxx., Xxxxx 0000
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
xxx.xxxxxxxxxxxxxxxx.xxx
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June
13,
2008
Via
Federal Express
Attention:
Xxxxx Xxxxxx
JPMorgan
Chase Bank, N.A.
Escrow
Services
000
Xxxxx
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxxxxx, XX 00000
Re:
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Joint
Escrow Instructions re Escrow
Agreement (“Escrow Agreement”) by and among Diametrics Medical, Inc., the
Members and JPMorgan Chase Bank, N.A. dated as of September 20,
2006
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Ladies
and Gentlemen:
Capitalized
terms used herein without definition have the meaning ascribed thereto under
the
Escrow Agreement. Allegro Biodiesel Corporation (fka Diametrics Medical,
Inc.,
“Allegro”) has submitted to you various demands for release from the Escrow
Deposit under the Escrow Agreement. With the exception of the claim referenced
in the May 16, 2008 joint escrow instructions of Allegro and the Member
Representative, and as provided in the other June 13, 2008 joint escrow
instructions, these claims have not yet been resolved by Allegro and the
Member
Representative.
Allegro
and the Member Representative have entered into an Agreement to Settle Certain
Claims dated as of the date hereof (the “Agreement”) in order to set forth
procedures pursuant to which Allegro and the Member Representative will resolve
the remaining outstanding claims by Allegro. A copy of the Agreement is enclosed
herewith. The Agreement provides that the parties will first attempt to
negotiate to reach an amicable resolution of all outstanding claims by Allegro.
If Allegro and the Member Representative are not able to resolve all such
claims
pursuant to such negotiations, the Agreement provides that Allegro and the
Member Representative will submit such claims to binding arbitration in
accordance with the procedures set forth in the Agreement. Either Allegro
or the
Member Representative may advise you in writing as to the identity of the
arbitrator for such arbitration. At the conclusion of such binding arbitration
the arbitrator will resolve all claims submitted to the arbitration, and
will
determine the amount of the Escrow Amount and the number of Escrow Shares
to be
released to Allegro, on the one hand, and the Members, on the other hand
(the
“Award”). The Award shall be delivered to you by the arbitrator in writing.
Allegro and the Member Representative hereby direct you to release the Escrow
Amount and the Escrow Shares in accordance with the Award, without any further
action or instructions of Allegro or the Member Representative.
Please
call Xxxxxxx Xxxxxx of Xxxxxx Xxxxxx LLP at 213-896-6029 with any questions
regarding these joint escrow instructions.
Very
truly yours,
ALLEGRO
BIODIESEL CORPORATION
By:
/s/
W. Xxxxx Xxxxx,
III
Name:
W. Xxxxx Xxxxx, III
Title:
Chief Executive Officer
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/s/
Xxxxxxx
Xxxxxx
XXXXXXX
XXXXXX,
as
Member Representative
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