0001047469-08-003847 Sample Contracts

WARRANT
Warrant Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical 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.

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January 31, 2008
Loan Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products • Delaware

This Amended and Restated Term Loan Agreement (this “Agreement”), dated as of December 22, 2006, (the “Effective Date”) and amended and restated as of January 31, 2008, is entered into by and among ProEco Energy Company, a South Dakota corporation (the “Borrower”), the Pledgors (as defined herein) and O2Diesel Corporation, a Delaware corporation as lender (the “Lender”) and as collateral agent (the “Collateral Agent”).

LICENCE AGREEMENT
Licensing Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
SHAREHOLDERS AGREEMENT
Shareholder Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
LICENCE AGREEMENT
Licensing Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products
COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products • Delaware

O2Diesel Corporation, a Delaware corporation, with file number 3857061 and publicly traded on the American Stock Exchange and having its Principal Executive Offices at 100 Commerce Drive, Suite 301, Newark, Delaware 19713 (the “Company”),

INVESTMENT WARRANT
Investment Warrant • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical 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 • March 31st, 2008 • O2diesel Corp • Miscellaneous chemical products

This AMENDMENT No. 1 (this “Amendment”), dated as of December 10, 2007, by and between O2Diesel Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Energenics Holdings Pte Ltd, a company incorporated in Singapore (the “Energenics”).

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