ContractValcent Products Inc. • July 25th, 2008 • Miscellaneous manufacturing industries • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR VALCENT PRODUCTS INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of July 16, 2008 by and among VALCENT PRODUCTS INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • July 25th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of July 16, 2008 (this “Agreement”) by and among Valcent Products Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), and each of the purchasers of the senior secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”) and, for purposes of Section 1.2 hereof, Viscount Investment, Ltd. and Bodie Investment Group Inc..
ContractValcent Products Inc. • July 25th, 2008 • Miscellaneous manufacturing industries • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • July 25th, 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”).
SECURITY AGREEMENTSecurity Agreement • July 25th, 2008 • Valcent Products Inc. • Miscellaneous manufacturing industries • New York
Security Agreement dated as of July 16, 2008 made by Valcent Products, Inc., and its subsidiaries party thereto from time to time, as Debtors to and in favor of the Secured Party identified therein (the “Security Agreement”)
