0001437749-12-006433 Sample Contracts

OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT
Omnibus Amendment and Reaffirmation Agreement • June 27th, 2012 • Parabel Inc. • Industrial organic chemicals • New York

This Omnibus Amendment and Reaffirmation Agreement (this “Amendment”) dated June 25, 2012, by and between PA LLC, a Delaware limited liability company (the “Company”) and LV ADMINISTRATIVE SERVICES, INC., as administrative and collateral agent (the “Agent”) for VALENS U.S. SPV I. LLC (“VUS”; VUS collectively with the Agent, , the “Creditor Parties” and each, a “Creditor Party”), and acknowledged and agreed to by Parabel Inc. (f/k/a PetroAlgae Inc.), a Delaware corporation (the “Parent”) and PetroTech Holdings, Corp., a Delaware corporation (“PetroTech”), hereby amends that certain Second Amended and Restated Secured Term Note issued in the original principal amount of $417,511.92 by the Company in favor of VUS on or about July 24, 2009 (as amended and restated, further amended, restated, modified and/or supplemented from time to time, the “Note”); which Note amended and restated in its entirety that certain Amended and Restated Short Term Demand Note issued as of August 26, 2008 (and d

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OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT
Omnibus Amendment and Reaffirmation Agreement • June 27th, 2012 • Parabel Inc. • Industrial organic chemicals • New York

This Omnibus Amendment and Reaffirmation Agreement (this “Amendment”) dated June 25, 2012, by and between PA LLC, a Delaware limited liability company (the “Company”) and LV ADMINISTRATIVE SERVICES, INC., as administrative and collateral agent (the “Agent”) for PETROTECH HOLDINGS, CORP. (“PetroTech”; Petrotech collectively with the Agent, , the “Creditor Parties” and each, a “Creditor Party”), and acknowledged and agreed to by Parabel Inc. (f/k/a PetroAlgae Inc.) (“Parent”), hereby amends each of the Second Amended and Restated Secured Term Note, the Amended and Restated Secured Convertible Note, the Secured Term Notes and the Promissory Note listed on Schedule I hereto issued by the Company from time to time and currently held by Petrotech (as each may amended and restated, further amended, restated, modified and/or supplemented from time to time, the “Notes” and each, individually, a “Note”). Further reference is made to (i) that certain Amended and Restated Master Security Agreement

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