Exhibit 10.1 ------------ THIS NOTE AND THE COMMON EQUITY ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON EQUITY ISSUABLE UPON...PetroAlgae Inc. • April 30th, 2009 • Industrial organic chemicals • New York
ContractPetroAlgae Inc. • May 17th, 2010 • 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2010 • PetroAlgae Inc. • Industrial organic chemicals • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 7th day of April, 2010, by and between PETROALGAE INC., a Delaware corporation (“Seller,” or the “Company”), and VALENS OFFSHORE SPV I, LTD., a Cayman Islands corporation (“Purchaser”).
ContractPetroAlgae Inc. • March 31st, 2011 • 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.
EXHBIIT 2.1.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is adopted by Voxel, a business corporation organized under the laws of the State of California, by resolution of its Board of Directors on July 28, 2008, and is adopted by...Agreement and Plan of Merger • November 3rd, 2008 • Dover Glen, Inc. • Electromedical & electrotherapeutic apparatus
AMENDED AND RESTATED EMPLOYMENT AGREEMENT PETER SHERLOCKEmployment Agreement • May 15th, 2013 • Parabel Inc. • Industrial organic chemicals • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 29, 2013, by and among Parabel Inc., a Delaware corporation (“Parabel US”), PA LLC, a Delaware limited liability company (“PA LLC”), Parabel Ltd., an exempted company incorporated in the Cayman Islands (“Parabel Cayman”), and Peter Sherlock (“Executive”). Unless the context otherwise requires, references to the “Company” shall include Parabel US, PA LLC and Parabel Cayman.
AMENDED AND RESTATED MASTER SECURITY AGREEMENTMaster Security Agreement • August 14th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
ContractPetroAlgae Inc. • March 31st, 2010 • 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.
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTSecurities 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”).
SECOND AMENDED AND RESTATED SECURED TERM NOTEPetroAlgae Inc. • August 14th, 2009 • 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.
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 20th, 2012 • Parabel Inc. • Industrial organic chemicals • New York
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is made by and between PA LLC, a Delaware limited liability company, having its principal place of business at 1901 S. Harbor City Boulevard, Suite 300, Melbourne, Florida 32901, f/k/a PetroAlgae, LLC (“PA”), and ASESORIAS E INVERSIONES QUILICURA S.A., a corporation organized and existing under the laws of the Republic of Chile, having its principal place of business at Avenida del Parque 4680, Office 201, Huechuraba, Santiago, Chile (“Licensee”). This Agreement is entered into as of October 25, 2011.
AMENDED AND RESTATED SECURED CONVERTIBLE NOTEPetroAlgae Inc. • August 14th, 2009 • 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).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 2008 • Dover Glen, Inc. • Electromedical & electrotherapeutic apparatus • New York
This AGREEMENT (this “Agreement”) is entered into as of the 22nd day of December, 2008, by and between PETROALGAE INC., a Delaware corporation (“Seller,” or the “Company”), and VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Purchaser”).
CONSENT AGREEMENTConsent Agreement • December 29th, 2008 • Dover Glen, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This CONSENT AGREEMENT (this “Consent Agreement”), dated as of August 14, 2008, is entered into by and among Arizona Sciences and Technology Enterprises, LLC, a Arizona limited liability company (“AzTE”), PetroAlgae, LLC, a Delaware limited liability company (“PetroAlgae”), LV Administrative Services, Inc., a Delaware corporation, as agent to the Laurus/Valens Lenders (as defined and described below) (“LV”), and PetroTech Holdings Corp., a Delaware corporation wholly owned by the Laurus/Valens Lenders (as defined below) (“Petrotech”).
CONSENT AGREEMENTConsent Agreement • March 31st, 2009 • PetroAlgae Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This CONSENT AGREEMENT (this “Consent Agreement”), dated as of September 24, 2008, is made by Arizona Sciences and Technology Enterprises, LLC, a Arizona limited liability company (“AzTE”).
ContractPetroAlgae Inc. • March 31st, 2011 • 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PETROALGAE, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • December 29th, 2008 • Dover Glen, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
OMNIBUS AMENDMENT, JOINDER AND REAFFIRMATON AGREEMENTJoinder and Reaffirmaton 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
AMENDMENT ONE TO MASTER LICENSE AGREEMENTMaster License Agreement • May 15th, 2009 • PetroAlgae Inc. • Industrial organic chemicals
THIS AMENDMENT ONE TO MASTER LICENSE AGREEMENT (“Amendment”) is made on this 30 day of April, 2009, by and between PA LLC, a Delaware limited liability company having its principal place of business at 1901 S. Harbor City Boulevard, Suite 300, Melbourne, Florida 32901, f/k/a PetroAlgae, LLC (“PA”), and GTB Power Enterprise, Ltd., a limited liability company organized and existing under the laws of Samoa and having its principal place of business at 3550 Wilshire Blvd., Suite 1747, Los Angeles, CA 90010 (“Licensee”).
Portions of paragraphs 1.4, 1.5, 1.8, 5.1, 5.2, 5.3, 5.5, 8.1, 8.4, 19 and Schedule A of this agreement have been omitted pursuant to a request for confidential treatment and have been filed separately with the U.S. Securities and Exchange Commission....License Agreement • March 31st, 2009 • PetroAlgae Inc. • Electromedical & electrotherapeutic apparatus • Arizona
THIS SECOND AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is made this 18th day of September, 2008, by and between the Arizona Science & Technology Enterprises, LLC, an Arizona limited liability company d/b/a Arizona Technology Enterprises (“AzTE”) having its principal place of business at 1475 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85257 and PetroAlgae, LLC, a Delaware limited liability company (“Licensee”), having its principal place of business at 1901 S. Harbor City Boulevard, Suite 300, Melbourne, Florida 32901. This Agreement shall be effective as of February 16, 2007 (the “Effective Date”).
OMNIBUS AMENDMENT, JOINDER AND REAFFIRMATION AGREEMENTJoinder 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 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
PURCHASE OPTION AGREEMENTPurchase Option Agreement • January 12th, 2009 • PetroAlgae Inc. • Electromedical & electrotherapeutic apparatus • Florida
This PURCHASE OPTION AGREEMENT (this “Agreement”) is made and entered into effective as of January 30, 2008 by and between XL TechGroup, Inc. a Delaware corporation (“XLTG”) with an address at 1901 South Harbor City Blvd., 3rd Floor, Melbourne, Florida 32901, and PetroAlgae, LLC, a Delaware limited liability company (the “Company”), with an address at 1901 South Harbor City Blvd., 3rd Floor, Melbourne, Florida 32901.
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.
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENTOmnibus 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
PETROALGAE INC. GUARANTYPetroAlgae Inc. • August 14th, 2009 • 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
CONSULTING AGREEMENTConsulting Agreement • December 29th, 2008 • Dover Glen, Inc. • Electromedical & electrotherapeutic apparatus • New York
This CONSULTING AGREEMENT (this “Agreement”), dated as of December 19, 2008 is between PetroAlgae Inc., a Delaware corporation (the “Company”), and Nationwide Solutions Inc., an Ontario, Canada corporation (the “Consultant”).
ContractPetroAlgae Inc. • January 12th, 2009 • Electromedical & electrotherapeutic apparatus • New York
Reference is made to that certain Purchase Option Agreement made and entered into effective as of January 30, 2008 (as amended, modified, supplemented or restated from time to time, the “Option Agreement”) by and between XL TechGroup, Inc. (“XLT”) and PetroAlgae, LLC (“PetroAlgae”), under which, among other things, XLT is granted an option to purchase up to 2,029,337 Class A Units (as defined in the Option Agreement) in PetroAlgae.
ONE HARBOR PLACE Gross LeaseParabel Inc. • March 30th, 2012 • Industrial organic chemicals • Florida
SUBSTITUTE MEMBERSHIP AGREEMENTSubstitute Membership Agreement • December 29th, 2008 • Dover Glen, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
SUBSTITUTE MEMBERSHIP AGREEMENT, dated as of December 19, 2008 (the “Agreement”), between PetroTech Holdings Corp. (the “Assignor”) and PetroAlgae Inc. (the “Assignee”).
PA, LLCPetroAlgae Inc. • May 15th, 2009 • Industrial organic chemicals
Reference is made to that certain Master License Agreement dated March 5, 2009 entered among PA, LLC and GTB Power Enterprise, Ltd. (the “License Agreement”). PA, LLC and GTB Power Enterprise, Ltd. acknowledge that the exhibits contemplated to be attached to the License Agreement have been agreed in principle but have not been completed. This letter hereby confirms the agreement of both parties to cooperate in good faith to complete all of the exhibits to the License Agreement to the mutual satisfaction of both parties within thirty (30) days from the date hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT ANTHONY JOHN PHIPPS TIARKSEmployment Agreement • May 15th, 2013 • Parabel Inc. • Industrial organic chemicals • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 29, 2013, by and among Parabel Inc., a Delaware corporation (“Parabel US”), PA LLC, a Delaware limited liability company (“PA LLC”), Parabel Ltd., an exempted company incorporated in the Cayman Islands (“Parabel Cayman”), and Anthony John Phipps Tiarks (“Executive”). Unless the context otherwise requires, references to the “Company” shall include Parabel US, PA LLC and Parabel Cayman.
JOINT TESTING AND EVALUATION AGREEMENTJoint Testing and Evaluation Agreement • March 30th, 2012 • Parabel Inc. • Industrial organic chemicals • Delaware
THIS JOINT TESTING AND EVALUATION AGREEMENT (this “Agreement”) is made by and between PA LLC, a Delaware limited liability company having offices at 1901 S. Harbor City Boulevard, Suite 300, Melbourne, Florida 32901, (“PA”), and CRI CATALYST COMPANY LP, a Delaware limited partnership having offices at 16825 Northchase Drive, Two Greenspoint Plaza, Suite 1020, Houston, Texas 77060 (“CRICC”), and is effective on the 11th day of July, 2011 (the “Effective Date”).
PETROTECH HOLDINGS, CORP. c/o Valens Capital Management, LLC New York, New York 10017 August 15, 2008Letter Agreement • March 31st, 2010 • PetroAlgae Inc. • Industrial organic chemicals • New York
OPTION AGREEMENTOption Agreement • March 31st, 2010 • PetroAlgae Inc. • Industrial organic chemicals • New York
This OPTION AGREEMENT (this “Agreement”) is made and entered into as of December 24, 2009 by and between PA LLC, a Delaware limited liability company (the “Company”) with an address at 1901 South Harbor City Blvd., Suite 300, Melbourne, Florida 32901, and Congoo, LLC, a Delaware limited liability company (“AdBlade”).
