Joinder Agreement, dated July 28, 2009



 Exhibit 10.12 
 JOINDER AGREEMENT 
 THIS JOINDER IN MASTER SECURITY AGREEMENT, EQUITY PLEDGE AGREEMENT and GUARANTY
(this “Joinder”) is executed as of July 24, 2009 by PetroAlgae Inc., a Delaware corporation (“Joining Party”), PA LLC (f/k/a PetroAlgae, LLC) (“PA”) and PetroTech Holdings, Corp.
(“Holdings”) and delivered to LV Administrative Services, Inc. as administrative and collateral agent (the “Agent”) for Valens U.S. SPV I, LLC (“Valens” 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 Loan Documents (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 8, 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,
Holdings and the Agent, have entered into an Equity Pledge Agreement, dated as of August 15, 2009 (as amended, modified or supplemented from time to time, the “Pledge Agreement”); 
 WHEREAS, Holdings has executed a Guaranty dated August 15, 2009 in favor of the Agent (as amended, modified and/or supplemented from time to time,
the “Guaranty” and together with the Master Security Agreement and the Pledge Agreement, the “Loan Documents”); 
 WHEREAS, the Joining Party shall become (i) an Assignor under the Master Security Agreement, (ii) a Pledgor under the Pledge Agreement and (iii) a Guarantor under the Guaranty; 
 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 (i) an Assignor for all purposes under the Master Security Agreement, (ii) a Pledgor for all purposes under the Pledge Agreement and (iii) a Guarantor for
all purposes under the Guaranty. 
 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 the Creditor Parties and grants to
the Agent for the benefit of Valens 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. Holdings and the Joining Party agree that, upon the Joining Party’s execution hereof, the Joining Party will become a Pledgor under, and as
defined in, the Pledge Agreement, and will be bound by all terms, conditions and duties applicable to a Pledgor under the Pledge Agreement. Without limitation of the foregoing and in furtherance thereof, as security for the due and punctual payment
of the Secured Obligations (as defined in the Pledge Agreement), Holdings and the Joining Party hereby pledges, hypothecates, assigns, transfers, sets over and delivers to the Agent for the benefit of the Creditor Parties and grants to the Agent for
the benefit of Valens a security interest in all Collateral (as defined in the Pledge Agreement), if any, now owned or, to the extent provided in the Pledge Agreement, hereafter acquired by it. 
 4. The Joining Party agrees that, upon its execution hereof, it will become a Guarantor under the Guaranty with respect to all Obligations (as defined in
the Guaranty), and will be bound by all terms, conditions and duties applicable to a Guarantor under the Guaranty for the benefit of Valens. Without limitation of the foregoing, and in furtherance thereof, each of Holdings and the Joining Party
unconditionally and irrevocably, guarantees the due and punctual payment and performance of all Obligations (on the same basis as the other Guarantors under the Guaranty). 
 5. In connection with the grants by the Companies and the Joining Party, pursuant to paragraphs 2 and 3 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 Valens, the Joining Party (i) agrees to deliver to the Agent, together
with the delivery of this Joinder, each of the items specified in Section 4 of the Equity Pledge Agreement, (ii) 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 and the
Equity Pledge Agreement) owned by the Joining Party, (iii) authorizes the Agent to file any such financing statements without the signature of the Joining Party where permitted by law (such authorization includes a description of the Collateral
as “all assets and all personal property, whether now owned and/or hereafter acquired” of the Joining Party (or any substantially similar variation thereof)) and (iv) agrees to execute and deliver to the Agent assignments of United
States trademarks, patents and copyrights (and the respective applications therefor) to the extent requested by the Agent. 







 6. Without limiting the foregoing, the Joining Party and the Companies, hereby makes and undertakes, as
the case may be, each covenant, representation and warranty made by, and as (i) each Guarantor pursuant to the Guaranty, (ii) each Assignor pursuant to the Master Security Agreement and, (iii) each Pledgor pursuant to the Equity
Pledge Agreement in each case as of the date hereof (except to the extent any such representation or warranty relates solely to an earlier date in which case such representation and warranty shall be true and correct as of such earlier date), and
agrees to be bound by all covenants, agreements and obligations of a Guarantor, Assignor ,and Pledgor pursuant to the Guaranty, Master Security Agreement and, Equity Pledge, respectively, and all other related agreements to which it is or becomes a
party. 
 7. Schedule A to the Pledge Agreement is hereby amended by supplementing such Schedule with the information contained on Schedule A
attached hereto as Annex I. In addition, Schedule A to the Master Security Agreement is hereby amended by supplementing such Schedule with the information contained on Schedule A attached hereto as Annex II. 
 8. This Joinder shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and its successors and permitted assigns, provided, however, PA nor the Joining Party may assign any of its rights, obligations or interest hereunder without the prior written consent of the
Creditor Parties. THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Joinder may be executed in any number of counterparts, each of which shall be an original, but all of
which shall constitute one instrument. In the event that any provision of this Joinder shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Joinder which shall remain binding on
all parties hereto. 
 9. The effective date of this Joinder is July 24, 2009. 
 IN WITNESS WHEREOF, the Joining Party, PA, Holdings and the Creditor Parties have caused this Joinder to be duly executed as of the date first above
written. 
  

			
	PETROALGAE INC.
		
	By:	 	/s/ David P. Szostak
		 	Name: David P. Szostak
		 	Title:   President










			
	PA LLC
		
	By:	 	/s/ Ottmar Dippold
		 	Name: Ottmar Dippold
		 	Title:   CEO
	
	PETROTECH HOLDINGS, CORP.
		
	By:	 	/s/ Patrick Regan
		 	Name: Patrick Regan
		 	Title:   Authorized Signatory










			
	Accepted and Acknowledged by:
	
	 LV ADMINISTRATIVE SERVICES, INC.,
 as Agent


		
	By:	 	/s/ Patrick Regan
		 	Name: Patrick Regan
		 	Title:   Authorized Signatory
	
	VALENS U.S. SPV I, LLC
	 By: Valens Capital Management, LLC,
 its
investment manager

		
	By:	 	/s/ Patrick Regan
		 	Name: Patrick Regan
		 	Title:   Authorized Signatory








 ANNEX I 
 SCHEDULE 1 
 Equity Interests Owned by Pledgor 
  

									
	 Pledgor
	  	Issuer	  	Certificate
Number	  	Equity Interests	  	Units/Shares
					
	 PetroTech Holdings, Corp.
	  	PetroAlgae Inc.	  	1116	  	Common Stock	  	100,000,000 Shares
					
	 PetroAlgae Inc.
	  	PA LLC	  	2	  	Membership Interests	  	19,000,000 Class A Units
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000231	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000232	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000233	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000234	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000235	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000236	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000237	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000238	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000239	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000240	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000241	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000242	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000243	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000244	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000245	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000246	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000247	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000248	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000249	  	Common Stock	  	200,000 Shares









									
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000250	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000251	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000252	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000253	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000254	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000255	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000256	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000257	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000258	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000259	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000260	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000261	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000262	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000263	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000264	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000265	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000266	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000267	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000268	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000269	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000270	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000271	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000272	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000273	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000274	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000275	  	Common Stock	  	200,000 Shares









									
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000276	  	Common Stock	  	200,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000277	  	Common Stock	  	254,090 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000280	  	Common Stock	  	250,000 Shares
					
	 PetroTech Holdings, Corp.
	  	TyraTech, Inc.	  	00000281	  	Common Stock	  	250,000 Shares








 ANNEX II 
 SCHEDULE A 
  

					
	 Entity
	  	Jurisdiction of Formation	  	Organizational
Identification Number
			
	 PA LLC
	  	Delaware	  	4224141
			
	 PETROALGAE INC.
	  	Delaware	  	4421184