DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGDeed of Trust • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries
THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING ("Security Instrument") is made as of this 16th day of July, 2008 by Valcent Manufacturing, Ltd., a Texas limited partnership, as Grantor ("Borrower"), to Deborah P. Everett, Trustee ("Trustee"), for the benefit of Platinum Long Term Growth VI, LLC, a Delaware limited liability company, as Agent (for the benefit of the Lenders (as defined below)), as Beneficiary (together with its successors and assigns, "Agent").
CORPORATE SUPPORT AGREEMENTCorporate Support Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • British Columbia
NOW THEREFORE this Agreement witnesseth that in consideration of the premises and of the mutual covenants and agreements hereinafter set out, the parties hereto covenant and agree as follows:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Consulting Services Agreement (the “Agreement”) is entered this 1st day of February, 2008 by and between Yellow Rose Ltd. of PO Box 150, Neptune Plaza Suite 204, Grace Bay, Provenciales Turks & Caicos Islands, a Turks & Caicos Islands, BWI corporation (“Consultants”), and Valcent Products Inc. of Suite 1010 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2 (“Client”), an Alberta, Canada corporation, with reference to the following:
Letter of Intent Between Valcent Products and the Hydoganics Joint Venture1Letter of Intent • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries
Valcent Products (“Valcent”) and the Hydroganics Joint Venture, being a 50/50 unincorporated joint venture between Paul Davies and Armando Formica which may later be incorporated, (“Hydro”), have had discussions regarding Valcent’s High Density Growing System (“VGS”) for vegetables excluding any grains.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Consulting Services Agreement (the "Agreement") is entered this 2nd day of November 2007 by and between MB Pics Capital Corp., of 2443 Alder Street, Vancouver BC, V6H 4A4, a BC corporation ("Consultants"), and Valcent Products Inc. of Suite 1010 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2 ("Client"), an Alberta, Canada corporation, with reference to the following:
Vertigro Algae Technologies LLCTechnology License Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries
Upon review of the VAT License it was noted that per 1.10 of the definitions that the effective date of the VAT License is March 4, 2008 which is an error. By way of this amendment the parties agree to replace 1.10 of the definitions with the following:
HAZARDOUS SUBSTANCES INDEMNITY AGREEMENTHazardous Substances Indemnity Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • New York
Stakeholders Letter of AgreementStakeholders Letter of Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries
Whereas the respective parties have agreed to jointly participate in the development of the intellectual property. know-how, confidential processes, modifications and derivative works and commercialization thereof arising out of patents pending for the development of an Algae Biomass Production Technologies known as "Vertigro"; and
Letter of Intent Between Valcent Products and the Spencer / Geleta Alberta Joint Venture (Spencer/Geleta)Letter of Intent • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Alberta
Valcent Products ("Valcent") and the Spencer/Geleta Joint Venture , being a 50/50 unincorporated joint venture between Mark Spencer and Mike Geleta, which may later be incorporated, have had discussions regarding Valcent's High Density Growing System ("VGS") for vegetables (excluding any grains).
FINANCIAL ADVISORY CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Texas
This Consulting Services Agreement (the “Agreement”) is entered this 1st day of May 2008 by and between Mark T. Cox of 527 Madison Avenue, New York, New York, 10022, an individual hereinafter (“Consultant”), and Valcent Products Inc. of Suite 1010 - 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2 (“Client”), an Alberta, Canada corporation, with reference to the following:
THIS CONSULTING AGREEMENT dated the 29th day of February, 2008. BETWEEN:Consulting Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • Alberta
WHEREAS the Corporation wishes to retain the Consultant as a consultant for its business and the Consultant has agreed to provide such services to the Corporation.
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENTPatent, Trademark and Copyright Security Agreement • October 10th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • New York
THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this "Agreement") is entered into as of this 16th day of July 2008, by and among Valcent Products, Inc., corporation organized under the laws of Alberta, Canada, Valcent USA Inc., a Nevada corporation, Valcent Manufacturing, Ltd., a Texas limited partnership, Valcent Management LLC, a Nevada limited liability company, Vertigo Algae Technologies LLC, a Texas limited liability company, and Valcent Products EU Limited, a corporation organized under the laws of the United Kingdom, each with an address of 828 Harbourside Drive, Suite 208, North Vancouver, BC V7P 3R9, (jointly and severally, the "Borrower"), and Platinum Long Term Growth VI, LLC, as collateral agent (the "Agent") for the investors identified in the below referenced Purchase Agreement (collectively, together with their successors and assigns, the "Lenders").
