Exhibit 10.6
JOINDER AGREEMENT
THIS JOINDER IN MASTER SECURITY
AGREEMENT, (this “ Joinder ”) is executed as of
July 24, 2009 by PetroAlgae Inc., a Delaware corporation
(“ Joining Party ”) and PA LLC (f/k/a
PetroAlgae, LLC) (“ PA ”) and delivered to LV
Administrative Services, Inc. as administrative and collateral
agent (the “ Agent ”) for PetroTech Holdings,
Corp. (“ PetroTech ” 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
Master Security Agreement (as defined below), as applicable, shall
be used herein as therein defined.
W I T N E S
S E T H :
WHEREAS, PA and the Agent, have
entered into a Master Security Agreement dated August 21, 2008
and amended and restated as of the date hereof (as further amended,
restated, modified and/or supplemented from time to time, the
“ Master Security Agreement ”);
WHEREAS, the Joining Party shall
become an Assignor under the Master Security Agreement;
NOW, THEREFORE, in consideration of
the foregoing and other benefits accruing to the Joining Party, the
receipt and sufficiency of which are hereby acknowledged, the
Joining Party hereby makes the following representations and
warranties to the Creditor Parties and hereby covenants and agrees
with the Creditor Parties as follows:
NOW, THEREFORE, the Joining Party
agrees as follows:
1. By this Joinder, the Joining
Party becomes an Assignor for all purposes under the Master
Security Agreement.
2. PA and the Joining Party agrees
that, upon the Joining Party’s execution hereof, the Joining
Party will become an Assignor under, and as defined in, the Master
Security Agreement, and will be bound by all terms, conditions and
duties applicable to an Assignor under the Master Security
Agreement. Without limitation of the foregoing and in furtherance
thereof, as security for the due and punctual payment of the
Obligations (as defined in the Master Security Agreement), PA and
the Joining Party hereby pledges, hypothecates, assigns, transfers,
sets over and delivers to the Agent for the benefit of PetroTech
and grants to the Agent for the benefit of PetroTech a security
interest in all Collateral (as defined in the Master Security
Agreement), if any, now owned or, to the extent provided in the
Master Security Agreement, hereafter acquired by it.
3. In connection with the grants by
the Companies and the Joining Party, pursuant to paragraphs 2
above, of a security interest in all of its right, title and
interest in the Collateral (as defined in each of the Master
Security Agreement and the
Equity Pledge Agreement) in favor of the Agent
for the benefit of PetroTech, the Joining Party (i) agrees to
execute (if necessary) and deliver to the Agent such financing
statements, in form acceptable to the Agent, as the Agent may
request or as are necessary or desirable in the opinion of the
Agent to establish and maintain a valid, enforceable, first
priority perfected security interest in the Collateral (as defined
in each of the Master Security Agreement) owned by the Joining
Party, (iii) authorizes the Agent to file any such financing
statements without the si
