Unassociated Document


    

      Exhibit
        10.1

       

    

    NEITHER
      THIS SECURITY NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE
“SECURITIES
      ACT”)
      OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS SECURITY NOR THE SHARES
      OF STOCK ISSUED UPON EXERCISE HEREOF MAY BE TRANSFERRED, SOLD, OFFERED FOR
      SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT AND EXEMPTION OR QUALIFICATION UNDER ANY APPLICABLE
      STATE SECURITIES LAWS AND, IF REQUESTED BY THE COMPANY, DELIVERY TO THE COMPANY
      OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR
      HYPOTHECATE THIS SECURITY OR SUCH SHARES IN VIOLATION OF THESE RESTRICTIONS
      SHALL BE VOID. THE TRANSFER OF THIS SECURITY AND THE SHARES OF STOCK ISSUABLE
      UPON EXERCISE HEREOF ARE ALSO RESTRICTED BY THIS
      AGREEMENT.

    


    ALLEGRO
      BIODIESEL CORPORATION

    STOCK
      OPTION AGREEMENT

    PURSUANT
      TO AMENDED AND RESTATED 2006 INCENTIVE COMPENSATION PLAN

    


    


    ___________________
      (the
      “Optionee”)
      is
      hereby granted an option (the “Option”)
      to
      purchase shares of the Common Stock of Allegro Biodiesel Corporation, a Delaware
      corporation (the “Company”)
      pursuant to this Stock Option Agreement (this “Agreement”)
      and
      the Company’s Amended and Restated 2006 Incentive Compensation Plan (as amended,
      the “Plan”),
      the
      provisions of which are incorporated herein by reference.

    


    1. TERMS
      OF GRANT.

    


    “Date
      of Option Grant”
means
      the date set forth on Appendix 1.

    


    “Option
      Shares”
means
      the number of shares of the Common Stock, $0.01 per share, of the Company set
      forth on Appendix 1.

    


    “Exercise
      Price”
means
      the exercise price per share of Common Stock set forth on Appendix 1, which,
      if
      this Option is designated as an “Incentive Stock Option” in Appendix 1, price is
      at least equal to the Fair Market Value of the Common Stock of the Company
      on
      the Date of Option Grant.

    


    “Option
      Expiration Date”
means
      the fifth anniversary of the Date of Option Grant.

     

    2. DEFINITIONS
      AND CONSTRUCTION.

    


    2.1 Definitions.
      Unless
      otherwise defined herein, capitalized terms shall have the meanings assigned
      to
      such terms in the Plan.

    


    2.2 Construction.
      Captions and titles contained herein are for convenience only and shall not
      affect the meaning or interpretation of any provision of this Agreement. Except
      when otherwise indicated by the context, the singular shall include the plural
      and the plural shall include the singular. Use of the term “or” is not intended
      to be exclusive, unless the context clearly requires otherwise.

    


    3. TAX
      CONSEQUENCES.

    


    If
      this
      Option is designated an “Incentive Stock Option” in Appendix 1, the Option is
      intended to constitute an “incentive stock option” as that term is used in Code
      Section 422. To the extent that the aggregate fair market value (determined
      at
      the time of grant) of Option Shares with respect to which incentive stock
      options are exercisable for the first time by the Participant during any
      calendar year under all plans of the Company and its subsidiaries exceeds
      $100,000, the options or portions thereof which exceed such limit (according
      to
      the order in which they were granted) shall be treated as nonstatutory stock
      options. To the extent that the Option is exercised more than three months
      following Optionee’s termination of employment with the Company, or, in the
      event of Optionee’s death or Optionee’s termination of employment due to
      disability (within the meaning of Section 22(e)(3) of the Code), more than
      one
      year following Optionee’s termination of employment, this Option shall be
      treated as a nonstatutory stock option. It should be understood that there
      is no
      assurance that the Option will, in fact, be treated as an incentive stock option
      irrespective of any designation in Appendix 1. The Optionee should consult
      with
      the Optionee’s own tax advisor regarding the tax effects of this Option (and, if
      applicable, any requirements necessary to obtain favorable income tax treatment
      under Code Section 422, including, but not limited to, holding period
      requirements). If the Option is treated as an Incentive Stock Option in part
      and
      as a Nonstatutory Stock Option in part by reason of the limitation set forth
      in
      this Section 3, the Optionee may designate which portion of such Option the
      Optionee is exercising.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. EXERCISE
      OF THE OPTION.

    


    4.1 Vesting
      and Right to Exercise.
      Except
      as otherwise provided herein, and prior to the termination of the Option (as
      provided in Section 6), the Option shall vest with respect to one-third (1/3)
      of
      the Option Shares on each anniversary of the Date of Grant so that all of the
      Option Shares shall have vested on the third anniversary of the Date of Grant,
      in each case, subject to Optionee’s continued Service through the applicable
      vesting date. This Option shall be exercisable to the extent it is vested until
      the termination of the Option (as provided in Section 6).

    


    4.2 Method
      of Exercise.
      Exercise of the Option shall be by written notice to the Company in the form
      of
Exhibit
      A
      and
Exhibit
      B
      hereto
      or in such other form(s) as may be required by the Company at the time of
      exercise. The written notice must be signed by the Optionee and must be
      delivered in person, by certified or registered mail, return receipt requested,
      by confirmed facsimile transmission, or by such other means as the Company
      may
      permit, to the Chief Executive Officer of the Company, or other authorized
      representative of the Company, prior to the termination of the Option as set
      forth in Section 6, accompanied by full payment of the aggregate Exercise Price
      for the number of Option Shares being purchased. Subject to Section 4.4 and
      Section 4.6, the Option shall be deemed to be exercised upon receipt by the
      Company of such written notice and the aggregate Exercise Price.

    


    4.3 Payment
      of Exercise Price.

    


    (a) Forms
      of Consideration Authorized.
      Except
      as otherwise provided below, payment of the aggregate Exercise Price for the
      number of Option Shares for which the Option is being exercised shall be made
      (i) in cash, by check or cash equivalent, (ii)
      by
      tender to the Company of whole shares of Common Stock owned by the Optionee
      having a Fair Market Value not less than the aggregate Exercise Price (iii)
      by
      retention by the Company of that number of Option Shares (the “Retained
      Shares”) having
      an
      aggregate Fair Market Value on the date of exercise equal to the aggregate
      exercise price for all Option Shares for which the Option is being exercised,
      so
      that the Optionee receives the number of Option Shares for which the Option
      is
      exercised less the Retained Shares or (iv) by any combination of the foregoing.
      If the Retained Shares include a fractional share, the Retained Shares will
      be
      rounded up to the nearest whole share.

    


    (b) Limitations
      on Forms of Consideration.
      Notwithstanding the foregoing, the Option may not be exercised by tender to
      the
      Company of shares of Common Stock or Option Shares to the extent such tender,
      or
      attestation to the ownership, of Common Stock would constitute a violation
      of
      the provisions of any law, regulation or agreement restricting the redemption
      of
      the Company’s stock. The Option may not be exercised by tender to the Company of
      shares of Common Stock unless such shares either have been owned by the Optionee
      for more than six (6) months or were not acquired, directly or indirectly,
      from
      the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4 Tax
      Withholding.
      At the
      time the Option is exercised, in whole or in part, or at any time thereafter
      as
      requested by the Company, the Optionee hereby authorizes withholding from
      payroll and any other amounts payable to the Optionee, and otherwise agrees
      to
      make adequate provision for any sums required to satisfy the federal, state,
      local and foreign tax withholding obligations of the Company, if any, which
      arise in connection with the Option, including, without limitation, obligations
      arising upon (i) the exercise, in whole or in part, of the Option, (ii) the
      transfer, in whole or in part, of any Option Shares acquired upon exercise
      of
      the Option, (iii) the operation of any law or regulation providing for the
      imputation of interest, or (iv) the lapsing of any restriction with respect
      to
      any shares acquired upon exercise of the Option. The Optionee is cautioned
      that
      the Option is not exercisable unless the tax withholding obligations of the
      Company are satisfied. Accordingly, the Optionee may not be able to exercise
      the
      Option when desired even though the Option is vested, and the Company shall
      have
      no obligation to issue a certificate for such shares.

    


    4.5 Certificate
      Registration.
      The
      certificate for the Option Shares as to which the Option is exercised shall
      be
      registered in the name of the Optionee, or, if applicable, the Optionee’s
      heirs.

    


    4.6 Restrictions
      on Grant of the Option and Issuance of Shares.
      The
      grant of the Option and the issuance of Option Shares upon exercise of the
      Option shall be subject to compliance with all applicable requirements of
      federal, state or foreign law with respect to such securities. The Option may
      not be exercised if the issuance of Option Shares upon exercise would constitute
      a violation of any applicable federal, state or foreign securities laws or
      other
      law or regulations or the requirements of any stock exchange or market system
      upon which the Common Stock may then be listed. THE OPTIONEE IS CAUTIONED THAT
      THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
      ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED
      EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from
      any regulatory body having jurisdiction the authority, if any, deemed by the
      Company’s legal counsel to be necessary to the lawful issuance and sale of any
      shares subject to the Option shall relieve the Company of any liability in
      respect of the failure to issue or sell such shares as to which such requisite
      authority shall not have been obtained. As a condition to the exercise of the
      Option, the Company may require the Optionee to satisfy any qualifications
      that
      may be necessary or appropriate, to evidence compliance with any applicable
      law
      or regulation and to make any representation or warranty with respect thereto
      as
      may be requested by the Company.

    


    4.7 Fractional
      Shares.
      The
      Company shall not be required to issue fractional shares upon the exercise
      of
      the Option.

    


    5. NONTRANSFERABILITY
      OF THE OPTION AND OPTION SHARES.

    


    The
      Option may be exercised during the lifetime of the Optionee only by the Optionee
      or the Optionee’s guardian or legal representative and may not be assigned or
      transferred in any manner except by will or by the laws of descent and
      distribution. Following the death of the Optionee, the Option, to the extent
      provided in Section 7, may be exercised by the Optionee’s legal representative
      or by any person empowered to do so under the deceased Optionee’s will or under
      the then applicable laws of descent and distribution.

    


    6. TERMINATION
      OF THE OPTION.

    


    [Current
      provision: Except as provided in Section 7.2, the Option shall terminate and
      may
      no longer be exercised on the first to occur of (a) the Option Expiration Date,
      (b) the later to occur of (i) the last day of the calendar year in which a
      Change in Control occurs or (ii) 21⁄2 months after the date of such Change in
      Control or (c) the termination of the Optionee’s Service for Cause as described
      in Section 7.]

    


    [Proposed
      provision for Board members: Except as otherwise provided in Section 7.2, the
      Option shall terminate and may no longer be exercised upon the earlier of (a)
      the Option Expiration Date or (b) expiration of twelve (12) months following
      the date of the Optionee’s termination of membership on the Board for any
      reason, or such longer period as the Board may determine in its discretion
      on or
      after the Date of Option Grant.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [Proposed
      provision for other service providers: Except as otherwise provided in Section
      7.2, the Option shall terminate and may no longer be exercised upon the earlier
      of (a) the Option Expiration Date or (b) (i) in the event of a termination
      of
      Optionee’s Service due to Optionee’s disability or Optionee’s death, the
      expiration of twelve (12) months following the date of termination of Optionee’s
      Service, (ii) in the event of a termination of Optionee’s Service for Cause
      immediately upon such termination of Optionee’s Service or (iii) in the event of
      a termination of Optionee’s Service for any reason other than Optionee’s death,
      disability or Cause, the expiration of three (3) months following the date
      of
      termination of Optionee’s Service.]

    


    7. EFFECT
      OF TERMINATION OF SERVICE.

    


    7.1 Option
      Exercisability.
      If the
      Optionee’s employment with or service to the Company (“Service”) terminates for
      any reason other than for Cause, the Option shall continue to be exercisable
      pursuant to Section 4.1. If the Optionee’s Service is terminated for Cause, the
      Option shall terminate and cease to be exercisable immediately upon such
      termination of Service.

    


    7.2 Extension
      if Exercise Prevented by Law.
      Notwithstanding the foregoing, if the exercise of the Option within the
      applicable time periods set forth in Section 7.1 is prevented by the provisions
      of Section 4.6, then to the extent permitted without penalty under Section
      409A
      of the Code, the Option shall remain exercisable until thirty (30) days after
      the date the Optionee is notified by the Company that the Option is exercisable.
      The Company makes no representation as to the tax consequences of any such
      delayed exercise. The Optionee should consult with the Optionee’s own tax
      advisor as to the tax consequences of any such delayed exercise.

    


    8. RIGHTS
      AS A STOCKHOLDER, EMPLOYEE OR CONSULTANT.

    


    The
      Optionee shall have no rights as a stockholder with respect to any shares
      covered by the Option until the date of the issuance of a certificate for the
      shares for which the Option has been exercised (as evidenced by the appropriate
      entry on the books of the Company or of a duly authorized transfer agent of
      the
      Company). No adjustment shall be made for dividends, distributions or other
      rights for which the record date is prior to the date such certificate is
      issued. Nothing in this Agreement shall confer upon the Optionee any right
      to
      continue in Optionee’s Service or interfere in any way with any right of the
      Company to terminate the Optionee’s Service at any time.

    


    9. LEGENDS.

    


    The
      Company may at any time place legends referencing this Agreement and any
      applicable federal, state or foreign securities law restrictions on all
      certificates representing Option Shares subject to the provisions of this
      Agreement. The Optionee shall, at the request of the Company, promptly present
      to the Company any and all certificates representing Option Shares acquired
      pursuant to the Option in the possession of the Optionee in order to carry
      out
      the provisions of this Section 9. Unless otherwise specified by the Company,
      legends placed on such certificates may include, but shall not be limited to,
      the following:

    


    9.1 “THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
      OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
      ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144
      OR
      RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
      HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING
      THAT
      SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
      AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.2 “THE
      TRANSFER, SALE, ASSIGNMENT, PLEDGE, MORTGAGE, HYPOTHECATION, ENCUMBRANCE, GIFT
      OR OTHER DISPOSITION OF SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED
      BY
      A STOCK OPTION AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE
      COMPANY.”

    


    10. REPRESENTATIONS
      AND WARRANTIES OF THE OPTIONEE.

    


    10.1 Optionee
      hereby confirms, that this Option is and the Option Shares will be acquired
      for
      investment for the Optionee’s own account, not as a nominee or agent, and not
      with a view to the resale or distribution of any part thereof, and that the
      Optionee has no present intention of selling, granting any participation in,
      or
      otherwise distributing such Option Shares. Optionee further represents that
      he
      does not presently have any contract, undertaking, agreement or arrangement
      with
      any Person to sell, transfer or grant participations to any Person, with respect
      to this Option or any of the Option Shares.

    


    10.2 Optionee
      has had an opportunity to ask questions of and receive answers from the Company
      regarding business, management and financial affairs of the Company and the
      terms and conditions of the offering of this Option and the Option
      Shares.

    


    10.3 Optionee
      understands that this Option and the Option Shares have not been registered
      under the Securities Act, by reason of a specific exemption from the
      registration provisions of the Securities Act which depends upon, among other
      things, the bona fide nature of the investment intent and the accuracy of
      Optionee’s representations as expressed herein. Optionee understands that this
      Option is and the Option Shares are “restricted securities” under applicable
      federal and state securities laws and that, pursuant to these laws, the Optionee
      must hold this Option and the Option Shares indefinitely unless they are
      registered with the SEC and qualified by state authorities, or an exemption
      from
      such registration and qualification requirements is available. Optionee
      acknowledges that if an exemption from registration or qualification is
      available, it may be conditioned on various requirements including, but not
      limited to, the time and manner of sale, the holding period for the Option
      and
      the Option Shares, and on requirements relating to the Company that are outside
      of the Optionee’s control, and which the Company is under no obligation and may
      not be able to satisfy.

    


    11. RESTRICTIONS
      ON TRANSFER OF SHARES.

    


    No
      shares
      acquired upon exercise of the Option may be sold, exchanged, transferred
      (including, without limitation, any transfer to a nominee or agent of the
      Optionee), assigned, pledged, hypothecated or otherwise disposed of, including
      by operation of law, in any manner which violates any of the provisions of
      this
      Agreement, and any such attempted disposition shall be void. The Company shall
      not be required (a) to transfer on its books any shares which will have been
      transferred in violation of any of the provisions set forth in this Option
      Agreement or (b) to treat as owner of such shares or to accord the right to
      vote
      as such owner or to pay dividends to any transferee to whom such shares will
      have been so transferred.

    


    12. BINDING
      EFFECT.

    


    Subject
      to the restrictions on transfer set forth herein, this Agreement shall inure
      to
      the benefit of and be binding upon the parties hereto and their respective
      heirs, executors, administrators, successors and assigns.

    


    13. TERMINATION
      OR AMENDMENT.

    


    The
      Board
      may terminate or amend the Plan or the Option at any time; provided, however,
      that no such termination or amendment may adversely affect the Option or any
      unexercised portion hereof without the consent of the Optionee unless such
      termination or amendment is necessary to comply with any applicable law or
      government regulation. No amendment or addition to this Agreement shall be
      effective unless in writing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14. NOTICES.

    


    Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given (except to the extent that this Option Agreement
      provides for effectiveness only upon actual receipt of such notice) upon
      personal delivery or upon deposit in the United States Post Office, by
      registered or certified mail, with postage and fees prepaid, addressed to the
      other party at the address set forth below or at such other address as such
      party may designate in writing from time to time to the other
      party.

    


    15. INTEGRATED
      AGREEMENT.

    


    This
      Agreement and the Plan constitute the entire understanding and agreement of
      the
      Optionee and the Company with respect to the subject matter contained herein
      and
      therein and there are no agreements, understandings, restrictions,
      representations, or warranties among the Optionee and the Company with respect
      to such subject matter other than those as set forth or provided for herein
      or
      therein. To the extent contemplated herein or therein, the provisions of this
      Agreement shall survive any exercise of the Option and shall remain in full
      force and effect.

    


    16. APPLICABLE
      LAW.

    


    This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Delaware, or if the Company is reincorporated in another
      state by merger or otherwise, the laws of such other state, and construed in
      accordance therewith without giving effect to principles of conflicts of
      law. 

     

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    By
      their
      signatures below, the parties hereto agree that the Option is governed by the
      terms and conditions of the Plan as in effect on the Date of Option Grant,
      which
      is attached hereto. The Optionee acknowledges receipt of a copy of the Plan,
      represents that he or she is familiar with the provisions contained therein,
      and
      hereby accepts the Option subject to all of the terms and conditions
      thereof.

     

    
      
        	OPTIONEE	ALLEGRO
                BIODIESEL CORPORATION
	 	  
	 	 
	_________________________________________	
                By:_________________________________________

                Name:
                  W. Bruce Comer, III

                Title:
                  Chief Executive Officer 

              
	Address:	  
	 	
                Address:

                6033
                  West Century Blvd., Suite 850

                Los
                  Angeles, CA 90045

              


      



    Attachment:  Amended
      and Restated 2006 Incentive Compensation Plan

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    OPTION
      EXERCISE NOTICE

    Allegro
      Biodiesel Corporation

    6033
      West
      Century Blvd., Suite 850

    Los
      Angeles, CA 90045

    Attn:
      Secretary

    


    Ladies
      and Gentlemen:

    


    1. This
      agreement (this “Agreement”) constitutes notice that, as of the date this notice
      and payment of the exercise price is received by the Secretary of Allegro
      Biodiesel Corporation (the “Company”),
      the
      undersigned (the “Optionee”) is electing to exercise the stock option (the
“Option”) granted under Company’s Amended and Restated 2006 Incentive
      Compensation Plan (as may be amended from time to time, the “Plan”)
      and
      the Stock Option Agreement dated ______________ (the “Option Agreement”) as
      identified below, and to purchase the number of shares (the “Shares”) for the
      price set forth below:

    


    
      	
              Grant
                Date of stock option:

            	
              _________________________

            
	 	 
	
              Number
                of shares as to which option is
                exercised:

            	
              _____________

            
	 	 
	
              Stock
                certificate to be issued in name of:

            	
              ________________________________________

            
	 	 
	
              Total
                exercise price:

            	
              $____________

            
	 	 
	
              Cash
                payment delivered with this election:

            	
              $____________

            
	 	 
	
              Value
                of _____ shares of common stock
                delivered with this election:1 

            	
              $____________

            


    

    


    2. Representations
      of Optionee.
      Optionee acknowledges that Optionee has received, read and understood the Plan
      and the Option Agreement. Optionee agrees to abide by and be bound by their
      terms and conditions. 

    


    3. Rights
      as Stockholder.
      Until
      the stock certificate evidencing Shares purchased pursuant to the exercise
      of
      the Option is issued (as evidenced by the appropriate entry on the books of
      the
      Company or of a duly authorized transfer agent of the Company), no right to
      vote
      or receive dividends or any other rights as a stockholder shall exist with
      respect to Shares subject to the Option, notwithstanding the exercise of the
      Option. The Company shall issue (or cause to be issued) such stock certificate
      promptly after the Option is exercised. No adjustment will be made for a
      dividend or other right for which the record date is prior to the date the
      stock
      certificate is issued, except as provided in Section 5.7 of the
      Plan.

    


    4. Transfer
      Restrictions.
      Any
      transfer or sale of the Share is subject to restrictions on transfer imposed
      by
      any applicable state and federal securities laws. Any transfer or attempted
      transfer of any of the Shares not in accordance with the terms of this Agreement
      shall be void and the Company may enforce the terms of this Agreement by stop
      transfer instructions or similar actions by the Company and its agents or
      designees.

    _________________

    1 This
      alternative applies only if shares meet the public trading requirements. Shares
      must be valued in accordance with the terms of the option being exercised,
      must
      have been owned for the minimum period required in the option, and must be
      owned
      free and clear of any liens, claims, encumbrances or security interests.
      Certificates must be endorsed or accompanied by an executed assignment separate
      from the certificate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5. Tax
      Consultation.
      Optionee understands that Optionee may suffer adverse tax consequences as a
      result of Optionee’s purchase or disposition of the Shares. Optionee represents
      that Optionee has consulted with any tax consultants Optionee deems advisable
      in
      connection with the purchase or disposition of the Shares and that Optionee
      is
      not relying on the Company for any tax advice.

    


    6. Restrictive
      Legends and Stop-Transfer Orders.

    


    a. Legends.
      Optionee understands and agrees that the Company shall cause the legends set
      forth below or legends substantially equivalent thereto, to be placed upon
      any
      certificate(s) evidencing ownership of the Shares together with any other
      legends that may be required by state or federal securities laws:

    


    “THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
      OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
      ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144
      OR
      RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
      HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING
      THAT
      SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
      AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

    


    “THE
      TRANSFER, SALE, ASSIGNMENT, PLEDGE, MORTGAGE, HYPOTHECATION, ENCUMBRANCE, GIFT
      OR OTHER DISPOSITION OF SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED
      BY
      A STOCK OPTION AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE
      COMPANY.”

    


    b. Stop-Transfer
      Notices.
      Optionee agrees that, in order to ensure compliance with the restrictions
      referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers
      its own securities, it may make appropriate notations to the same effect in
      its own records.

    


    c. Refusal
      to Transfer.
      The
      Company shall not be required (i) to transfer on its books any Shares that
      have been sold or otherwise transferred in violation of any of the provisions
      of
      this Agreement or (ii) to treat as owner of such Shares or to accord the
      right to vote or pay dividends to any purchaser or other transferee to whom
      such
      Shares shall have been so transferred.

    


    7. Successors
      and Assigns.
      The
      Company may assign any of its rights under this Agreement to single or multiple
      assignees, and this Agreement shall inure to the benefit of the successors
      and
      assigns of the Company. Subject to the restrictions on transfer herein set
      forth, this Agreement shall be binding upon Optionee and his or her heirs,
      executors, administrators, successors and assigns.

    


    8. Interpretation.
      Any
      dispute regarding the interpretation of this Agreement shall be submitted by
      Optionee or by the Company forthwith to the Company’s Board of Directors or
      committee thereof that is responsible for the administration of the Plan (the
      “Administrator”), which shall review such dispute at its next regular meeting.
      The resolution of such a dispute by the Administrator shall be final and binding
      on the Company and on Optionee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9. Governing
      Law; Severability.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware excluding that body of law pertaining to conflicts of law.
      Should any provision of this Agreement be determined by a court of law to be
      illegal or unenforceable, the other provisions shall nevertheless remain
      effective and shall remain enforceable. 

    


    10. Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery or upon deposit in the United
      States mail by certified mail, with postage and fees prepaid, addressed to
      the
      other party at its address as shown below beneath its signature, or to such
      other address as such party may designate in writing from time to time to the
      other party.

    


    11. Further
      Instruments.
      The
      Optionee hereby agrees to execute such further instruments and to take such
      further action as may be reasonably necessary to carry out the purposes and
      intent of this Agreement including, without limitation, the Investment
      Representation Statement in the form attached to the Option Agreement as
Exhibit
      B.

    


    12. Delivery
      of Payment.
      The
      Optionee herewith delivers to the Company the full Exercise Price for the
      Shares, as well as any applicable withholding tax.

    


    13. Entire
      Agreement.
      The
      Plan and Option Agreement are incorporated herein by reference. This Agreement,
      the Plan, the Option Agreement and the Investment Representation Statement
      constitute the entire agreement of the parties and supersede in their entirety
      all prior undertakings and agreements of the Company and Optionee with respect
      to the subject matter hereof. Notwithstanding the foregoing, the Optionee agrees
      (i) to provide such additional documents as the Company may require in
      connection with the exercise of the Option, and (ii) to provide for the payment
      to the Company (in the manner determined by the Company) of amounts required
      to
      satisfy the Company’s withholding obligation, if any, relating to this option
      exercise. 

     

    
      	
              Submitted
                by:

               

            	
              Accepted
                by: 

              ALLEGRO
                BIODIESEL CORPORATION

            
	 	 
	
              _______________________________

              Signature

            	
              By:
                _______________________________

            
	 	 
	
              _______________________________

              Print
                Name

            	
              Its:
                _______________________________

            
	 	 
	
              Address:
                

               

              [       
                ]

              [      
                 ]

            	
              Date
                Received: _____________________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    INVESTMENT
      REPRESENTATION STATEMENT

    [This
      form is to be completed at the time option is exercised, 

    unless
      stock is publicly traded at that time.]

    


    Effective
      as of ___________________ [insert
      date of option exercise]
      (the
“Effective
      Date”),
      the
      undersigned (“Optionee”)
      has
      elected to purchase __________ shares of the Common Stock, par value $0.01
      per
      share (the “Shares”),
      of
      Allegro Biodiesel Corporation, a Delaware corporation (the “Company”)
      under
      and pursuant to the Company’s Amended and Restated 2006 Incentive Compensation
      Plan (the “Plan”) and the Stock Option Agreement dated ______________
[insert
      grant date of option]
      (the
“Option
      Terms”).
      The
      Optionee hereby makes the following certifications, representations, warranties
      and agreements with respect to the purchase of the Shares:

    


    The
      Optionee acknowledges that he or she is aware of the Company’s business affairs
      and financial condition and has acquired sufficient information about the
      Company to reach an informed and knowledgeable decision to acquire the Shares.
      The Optionee represents and warrants to the Company that he or she is acquiring
      these Shares for investment for the Optionee’s own account only and not with a
      view to, or for resale in connection with, any “distribution” thereof within the
      meaning of the Securities Act of 1933, as amended (the “Securities
      Act”).

    


    The
      Optionee further acknowledges that the Shares have not been registered under
      the
      Securities Act, are deemed to constitute “restricted securities” under Rule 701
      and Rule 144 promulgated under the Securities Act and must be held indefinitely
      unless they are subsequently registered under the Securities Act and qualified
      under any applicable state securities laws or an exemption from such
      registration and qualification is available. The Optionee further acknowledges
      that the Company is under no obligation to register the Shares.

    


    The
      Optionee further acknowledges that he or she is familiar with the provisions
      of
      Rule 701 and Rule 144, which Rules, in substance, permit limited public resale
      of “restricted securities” acquired, directly or indirectly from the issuer
      thereof, in a non-public offering subject to the satisfaction of certain
      conditions. The Optionee understands that if the Company becomes subject to
      the
      reporting requirements of Section 13 or 15(d) of the Securities Exchange Act
      of
      1934, the Optionee will not be able to resell the Shares under Rule 701 (i)
      until at least ninety (90) days after the Company became subject to such
      reporting requirements (or any longer stand-off period, as discussed below,
      may
      require) and (ii) unless such resale satisfies those provisions of Rule 144
      that
      are specified in Rule 701(g)(3). Even if the Company is not subject to such
      reporting requirements, the Shares may be resold in certain limited
      circumstances subject to satisfaction of all of the applicable provisions of
      Rule 144. The Optionee further acknowledges that in the event all of the
      applicable requirements of Rule 144 are not satisfied, registration under the
      Securities Act, compliance with Regulation A, or some other registration
      exemption will be required in order to resell the Shares. The Optionee
      understands that no assurances can be given that any such registration will
      be
      made or any such exemption will be available in such event.

    


    The
      Optionee further acknowledges and understands that all certificates representing
      any of the Shares shall have endorsed thereon appropriate legends reflecting
      the
      foregoing limitations, as well as any legends reflecting any other restrictions
      pursuant to the Company’s Articles of Incorporation, Bylaws, the Option Terms,
      the Plan and/or applicable securities laws.

    


    The
      Optionee further agrees that, if so requested by the Company or any
      representative of the underwriters (the “Managing
      Underwriter”)
      in
      connection with any registration of the offering of any securities of the
      Company under the Securities Act, the Optionee shall not sell or otherwise
      transfer any Shares or other securities of the Company during the 180-day period
      (subject to extension as may be required to comply with Rule 2711 of the
      National Association of Securities Dealers, Inc. (or any successor rule
      thereto)), or such other period as may be requested in writing by the Managing
      Underwriter and agreed to in writing by the Company (the “Market
      Standoff Period”),
      following the effective date of a registration statement of the Company filed
      under the Securities Act. Such restriction shall apply only to the first
      registration statement of the Company to become effective under the Securities
      Act that includes securities to be sold on behalf of the Company to the public
      in an underwritten public offering under the Securities Act. The Company may
      impose stop-transfer instructions with respect to securities subject to the
      foregoing restrictions until the end of such Market Standoff
      Period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Optionee further acknowledge and agrees that the Company shall not be required
      (i) to transfer on its books any Shares that have been sold or otherwise
      transferred in violation of any of the representations, warranties, agreements
      or other provisions contained in this Notice of Exercise or (ii) to treat as
      owner of such Shares or to accord the right to vote or pay dividends to any
      purchaser or other transferee to whom such Shares shall have been so
      transferred.

    


    ______________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      1

     

    

      
        	
                Type
                  of Option:  

              	
                o
                  Incentive Stock
                  Option 

              	
                 oNonstatutory
                  Stock Option

              


      

    

     

    


    “Date
      of Option Grant”
means
      _____________________.

    


    


    “Option
      Shares”
means
      _____________________. 

    


    


    “Exercise
      Price”
means
      _____________________.