Allegro Signs Definitive Agreement to Sell Biodiesel Plant and Related AssetsSale Agreement • June 17th, 2008 • Allegro Biodiesel Corp • Industrial organic chemicals
LOS ANGELES June 16, 2008 -- Allegro Biodiesel Corporation (OTC: ABDS) (“Allegro” or the “Company”) has entered into a definitive agreement with Consolidated Energy Holdings, LLC (“CEH”). Pursuant to the agreement, on the closing date, CEH will purchase 100% of Allegro’s wholly-owned subsidiary, Vanguard Synfuels, LLC (“Vanguard”) which holds all of the Company’s biodiesel operations and related assets (the “Transaction”). The Transaction is subject to the receipt of shareholder consents and certain other customary conditions.
VOTING AGREEMENTVoting Agreement • June 17th, 2008 • Allegro Biodiesel Corp • Industrial organic chemicals • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made as of June 13, 2008, by and between Consolidated Energy Holdings, LLC, a Louisiana limited liability company (“Purchaser”) and the undersigned stockholder (“Stockholder”) of Allegro Biodiesel Corporation, a Delaware corporation (“Seller”).
Allegro Biodiesel Corporation 6033 West Century Blvd., Suite 1090 Los Angeles, California 90045 Tel: (310) 670-2093 Fax: (310) 670-4107 www.allegrobiodiesel.comEscrow Agreement • June 17th, 2008 • Allegro Biodiesel Corp • Industrial organic chemicals
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • June 17th, 2008 • Allegro Biodiesel Corp • Industrial organic chemicals • California
THIS INTEREST PURCHASE AGREEMENT is made as of June 13, 2008, by and among Allegro Biodiesel Corporation, a Delaware corporation (“Seller”), Consolidated Energy Holdings, LLC, a Louisiana limited liability company (“Purchaser”), and, solely for purposes of Article X and Article XI, the Members of Purchaser listed on the signature pages hereof (the “Members”) and, solely for purposes of Section 5.8. Certain capitalized terms used herein are defined in Article I.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 17th, 2008 • Allegro Biodiesel Corp • Industrial organic chemicals
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of ________ __, 2008, is entered into by and between Allegro Biodiesel Corporation, a Delaware corporation (“Assignor”), and Consolidated Energy Holdings, LLC, a Louisiana limited liability company (“Assignee”), and is executed and delivered pursuant to that certain Securities Purchase Agreement, dated as of June 13, 2008, by and among Assignee, Assignor and the Members of Assignee party thereto (the “Agreement”).
June 13, 2008Escrow Agreement • June 17th, 2008 • Allegro Biodiesel Corp • Industrial organic chemicals
ESCROW AGREEMENT FOR ESCROWED DOCUMENTEscrow Agreement • June 17th, 2008 • Allegro Biodiesel Corp • Industrial organic chemicals • Louisiana
WHEREAS, pursuant to the Agreements, Allegro, Consolidated and the Members (the “Parties”) have agreed to certain terms and conditions to settling various outstanding issues as set forth in the Agreements;
AGREEMENT TO SETTLE CERTAIN CLAIMSSettlement Agreement • June 17th, 2008 • Allegro Biodiesel Corp • Industrial organic chemicals • New York
THIS AGREEMENT TO SETTLE CERTAIN CLAIMS (this “Agreement”) is hereby entered into and effective on the 13th day of June, 2008 (the “Effective Date”), by and among:
