0001193125-11-084986 Sample Contracts

Contract
Warrant Agreement • March 31st, 2011 • PetroAlgae Inc. • Industrial organic chemicals • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROALGAE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2011 • PetroAlgae Inc. • Industrial organic chemicals • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 1st day of March, 2010, by and between PETROALGAE INC., a Delaware corporation (“Seller,” or the “Company”), and Crale Realty LLC (“Purchaser”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2011 • PetroAlgae Inc. • Industrial organic chemicals • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 29th day of June, 2010, by and between PETROALGAE INC., a Delaware corporation (“Seller,” or the “Company”), and CNW Investment Company LLC (“Purchaser”).

Contract
Warrant Agreement • March 31st, 2011 • PetroAlgae Inc. • Industrial organic chemicals • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROALGAE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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