Exhibit 10
DEMAND NOTE
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$10,000,000.00
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December 26,
2008
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New York, New York
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FOR VALUE RECEIVED, PetroAlgae, LLC
a Delaware limited liability company (the “ Maker
”), promises to pay to PetroAlgae Inc., a Delaware
corporation (the “ Payee ”), ON DEMAND ,
at 1901 S. Harbor City Boulevard, Suite 300, Melbourne, Florida
32901, or at such other place as may be designated in writing by
Payee, the principal sum of TEN MILLION DOLLARS
($10,000,000) (the “ Principal Amount ”),
together with interest on the unpaid Principal Amount computed from
the date hereof at 12% per annum, which sum shall be
calculated on the basis of the actual number of days elapsed over a
year of 360 days.
1. DEFAULT INTEREST . In
addition to any late payment charge which may be due under this
Note, if the Principal Amount is not paid in full when due, the
Maker shall thereafter, pay interest on the Principal Amount then
remaining unpaid from the due date until the date on which the
Principal Amount then outstanding is paid in full (whether before
or after judgment), at a rate per annum (calculated for the actual
number of days elapsed on the basis of a 360-day year) equal to the
rate initially payable hereunder plus 5%; provided, however,
that such interest rate shall in no event exceed the maximum
interest rate which the Maker may by law pay.
2. AUTHORITY . The Maker (and
the undersigned representatives of the Maker, if any) represents
that the Maker has full power, authority and legal right to execute
and deliver this Note, and that this Note constitutes a valid and
binding obligation of the Maker.
3. DEFINED TERMS . Whenever
used, the singular number shall include the plural, the plural the
singular, and the words “ Payee ” and “
Maker ” shall include, respectively, their respective
successors and assigns; provided, however, that the Maker
shall in no event or under any circumstance have the right to
assign or transfer its obligations under this Note or the related
documents, in whole or in part, to any other person, party or
entity.
4. HEADINGS, ETC . The
headings and captions of the numbered paragraphs of this Note are
for convenience of reference only and are not to be construed as
defining or limiting, in any way, the scope or intent of the
provisions hereof.
5. ENFORCEABILITY . The Maker
acknowledges that this Note and the Maker’s obligations under
this Note are and shall at all times continue to be absolute
and
