ContractPetroAlgae Inc. • May 15th, 2009 • Industrial organic chemicals • New York
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 CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
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”).
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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into this 15th day of January, 2009, by and between PETROALGAE INC., a Delaware corporation (“Seller,” or the “Company”), and Engineering Automation and Design, Inc., a Nebraska corporation (“Purchaser”).
MASTER LICENSE AGREEMENTMaster License Agreement • May 15th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
THIS MASTER LICENSE AGREEMENT (“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 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”). This Agreement shall be effective as of March 5, 2009 (the “Effective Date”).
PetroTech Holdings, Corp. c/o Laurus Capital Management, LLC New York, New York 10017Letter Agreement • May 15th, 2009 • PetroAlgae Inc. • Industrial organic chemicals • New York
Reference is made to PetroTech Holding, Corp.’s (“PetroTech”) current holdings of 100,000,000 million shares of common stock, par value $0.001 per share, of PetroAlgae Inc. (“PetroAlgae” or “Issuer”), a publicly traded company quoted on the Over-the-Counter Electronic Bulletin Board (the “Principal Market”) under the symbol “PALG” (the “Equity Interest”).
