0000950133-05-004892 Sample Contracts

Commercial Agreement
Commercial Agreement • November 2nd, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Commercial Agreement (the “Agreement”), effective as of October 28, 2005 (the “Effective Date”), is made between O2Diesel Corporation (“O2Diesel”), AAE Technologies International PLC (“O2Diesel Europe”) and Abengoa Bioenergy R&D, Inc. (“ABRD”) (each a “Party,” and collectively the (Parties”).

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Form of Warrant
Warrant Agreement • November 2nd, 2005 • O2diesel Corp • Wholesale-groceries & related products

This warrant and the securities issuable upon exercise of this warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, offered for sale, assigned, transferred or otherwise disposed of, unless registered pursuant to the provisions of the Securities Act or an opinion of counsel is obtained stating that such disposition is in compliance with an available exemption from such registration.

Common Stock and Warrant Purchase Agreement
Common Stock and Warrant Purchase Agreement • November 2nd, 2005 • O2diesel Corp • Wholesale-groceries & related products • Delaware

This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of October 28, 2005, by and among O2Diesel Corporation, a Delaware corporation (the “Company”), and Abengoa Bioenergy R&D, Inc., a Missouri corporation (the “Purchaser”) (the Company and the Purchaser each a “Party” and collectively the “Parties”).

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