AMENDED AND RESTATED MASTER SECURITY AGREEMENTMaster Security Agreement • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
SECOND AMENDED AND RESTATED SECURED TERM NOTESecured Term Note • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
This Term Note amends and restates in its entirety (and is given in substitution for and not in satisfaction of) that certain Amended and Restated Short Term Demand Note issued as of August 26, 2008 (and dated August 8, 2008) in the original principal amount of $417,511.92 made by Maker to Payee which further amended that certain Short Term Demand Note dated as August 8, 2008 in the original principal amount of $417,511.92 made by Maker in favor of Payee.
OMNIBUS AMENDMENT, JOINDER AND REAFFIRMATON AGREEMENTOmnibus Amendment, Joinder and Reaffirmation Agreement • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
This Omnibus Amendment, Joinder and Reaffirmation Agreement (this “Amendment”) dated July 24, 2009, by and between PetroAlgae Inc., a Delaware corporation (“PA Inc.”), PA LLC (f/k/a PetroAlgae, LLC), a Delaware limited liability company (“PA LLC”) and LV Administrative Services, Inc., as administrative and collateral agent (the “Agent”) for Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens” and, together with the Agent, the “Creditor Parties” and each, a “Creditor Party”), amends (i) that certain Short Term Demand Note, dated as August 8, 2008 and amended and restated as of August 26, 2008 (although dated August 8, 2008) by PA LLC in favor of Agent on behalf of Valens (as further amended, modified or supplemented from time to time, the “Valens Note”) and (ii) that Master Security Agreement dated August 8, 2008 by PA LLC in favor of Agent on behalf of Valens (as amended, modified or supplemented from time to time, the “Master Security Agreement”). Reference is hereby
AMENDED AND RESTATED SECURED CONVERTIBLE NOTESecured Convertible Note • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
This Convertible Note combines and amends and restates in its entirety (and is given in substitution for and not in satisfaction of) each of (i) that certain Convertible Demand Note dated as of April 24, 2009 issued by Maker to Payee (as amended, restated, modified and/or supplemented from time to time) and (ii) that certain Secured Convertible Demand Note dated as of May 11, 2009 issued by Maker to Payee (as amended, restated, modified and/or supplemented from time to time).
OMNIBUS AMENDMENT, JOINDER AND REAFFIRMATION AGREEMENTAmendment • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
This Omnibus Amendment, Joinder and Reaffirmation Agreement (this “Amendment”) dated July 24, 2009, by and between PetroAlgae Inc., a Delaware corporation (“PA Inc.”), PA LLC (f/k/a PetroAlgae, LLC), a Delaware limited liability company (“PA LLC”) and LV Administrative Services, Inc., as administrative and collateral agent (the “Agent”) for PetroTech Holdings, Corp., a Delaware corporation (“PetroTech” and, together with the Agent, the “Creditor Parties” and each, a “Creditor Party”), amends that (i) that certain Amended and Restated Demand Note issued as of August 25, 2008 (and dated August 21, 2008) by PA LLC to PetroTech which further amended and restated that Demand Note dated August 21, 2008 made by PA LLC in favor of PetroTech (as further amended, restated, modified and/or supplemented from time to time, the “August 21st Demand Note”), (ii) that certain Demand Note dated as of September 3, 2008 issued by PA LLC to PetroTech (as amended, restated, modified and/or supplemented from
JOINDER AGREEMENTJoinder Agreement • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals
THIS JOINDER IN MASTER SECURITY AGREEMENT, EQUITY PLEDGE AGREEMENT and GUARANTY (this “Joinder”) is executed as of July 24, 2009 by PetroAlgae Inc., a Delaware corporation (“Joining Party”), PA LLC (f/k/a PetroAlgae, LLC) (“PA”) and PetroTech Holdings, Corp. (“Holdings”) and delivered to LV Administrative Services, Inc. as administrative and collateral agent (the “Agent”) for Valens U.S. SPV I, LLC (“Valens” and together with Agent, individually, each a “Creditor Party” and collectively, the “Creditor Parties”). Except as otherwise defined herein, terms used herein and defined in the Loan Documents (as defined below), as applicable, shall be used herein as therein defined.
PETROALGAE INC. GUARANTYGuaranty • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by PetroTech Holdings, Corp. (“PetroTech”) to or for the account of PA LLC (f/k/a PetroAlgae, LLC), a Delaware limited liability company (the “Company”), from time to time and at any time and for other good and valuable consideration and to induce PetroTech, in its discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Creditor Parties (as defined below) may deem advisable, PetroAlgae Inc. (“Guarantor” or “the undersigned”) unconditionally guaranties to the Creditor Parties, their successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of the Company to the Creditor Parties and of all instruments
JOINDER AGREEMENTJoinder Agreement • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals
THIS JOINDER IN MASTER SECURITY AGREEMENT, (this “Joinder”) is executed as of July 24, 2009 by PetroAlgae Inc., a Delaware corporation (“Joining Party”) and PA LLC (f/k/a PetroAlgae, LLC) (“PA”) and delivered to LV Administrative Services, Inc. as administrative and collateral agent (the “Agent”) for PetroTech Holdings, Corp. (“PetroTech” and together with Agent, individually, each a “Creditor Party” and collectively, the “Creditor Parties”). Except as otherwise defined herein, terms used herein and defined in the Master Security Agreement (as defined below), as applicable, shall be used herein as therein defined.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of July 24, 2009 among LV Administrative Services, Inc., as administrative and collateral agent for the Creditor Parties (as defined below) (the “Pledgee”) and PetroAlgae Inc., a Delaware corporation (the “Pledgor”).
