Exhibit 99.2
XL TECHGROUP, INC.
1901 South Harbor City Blvd., Third
Floor
Melbourne, FL 32901
August 15, 2008
PETROTECH HOLDINGS, CORP.
c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Re: Assignment
Agreement
Gentlemen:
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.
In consideration of the agreements
set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Assignment and Assumption
. XLT hereby assigns, transfers and sets over unto PetroTech
Holdings, Corp. (“ PetroTech ”) and
it
