Confidential
TREE TOP INDUSTRIES,
INC.
TO
GEOGREEN BIOFUELS,
INC.
Bridge Loan Term
Sheet
GEOGREEN
BIOFUELS, INC. (“GeoGreen”) STOCK:
A. Authorized…………………….40,000,000
shares of common stock, $ .01 par value per share (“Geo
Stock”).
B. Issued/outstanding….…….Approximately
34,200,000 shares of Geo Stock.
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Approximate net of $6,000,000.
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$2.1 million of
additional debt.
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A. Immediate Cash
Requirement: $95,657.00 per month (see
attachment).
B. Subsequent Capital
Requirement (approx): $5,000,000.00
C. The forgoing amounts
referenced in 1(A) are to be advanced by TTI biweekly, and any
portion of such budgeted amount not so advanced for the specific
purpose at such time may be reapplied to other commitments of
GeoGreen as GeoGreen shall determine to be appropriate, subject
only to the reasonable consent of TTI, which shall not be
unreasonably withheld.
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GeoGreen Board Actions to be
Taken:
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Resolution to
issue a secured promissory note (the “Note”) to Tree
Top Industries, Inc. (“TTI”) in the amount of Three
Hundred Eighty Four Thousand Dollars ($384,000), plus 10% interest
accruing quarterly on so much of the amount as may then have been
advanced from time to time (first payment March 31,
2010). The Note shall be due and payable upon the
earlier of (i) Four (4) months from the date of issuance of the
Note or (ii) the consolidation, merger or sale of all or
substantially all of the assets or equity of GeoGreen or sale of
Treasury stock of the Corporation. The Note shall be
secured by all of the assets of GeoGreen (the
“Collateral”). The Note shall be
junior to an existing secured loan from Go4zGelt,
LLC. In the event GeoGreen requires additional funds not
provided for in the attached budget, GeoGreen, with TTI’s
agreement, may amend the Note in order to increase the
principal. Any and all increases in the principal shall
also be secured by the Collateral. Such amendment shall occur only
upon the advance of additional funds to GeoGreen by TTI (each, an
“Additional Advance”). An Additional Advance, if any,
shall be only with the joint agreement of TTI and GeoGreen and
shall be for the purpose of covering additional expenses of
GeoGreen that are not provided for in the attached budget or as TTI
and GeoGreen shall have otherwise agreed in writing.
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Resolution to
authorize and hire new corporate counsel for the Company
(“Counsel”), subject to the approval of
TTI. Until the Note, as amended, has been paid in full
by GeoGreen, the work done by Counsel shall be only done with the
prior approval of GeoGreen and TTI. TTI will advance the
cost of services performed by Counsel. All such advances
shall be treated as Additional Advances, as described above (unless
otherwise paid for from the recovery in that action as set forth in
Section 2(D).
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Resolution to
grant TTI a right of first refusal to acquire GeoGreen in the event
GeoGreen positions itself for acquisition. GeoGreen shall provide
written notice (“Notice”) to TTI upon its receipt of a
bona fide purchase offer from a third party (including any Board
member) for all or substantially all of its assets or outstanding
capital (an “Offer”). Such notice shall be placed in
the mail within five (5) days. The Notice shall include
the material terms of the Offer and shall incorporate documentation
of the financial ability of the applicable third party to complete
the Offer. The Notice shall be delivered to TTI by US
Mail-RRR. Upon receipt of the Notice, TTI shall have
fifteen (15) days to exercise its right of first refusal on the
terms described in the Notice (the
“Exercise”). TTI shall inform GeoGreen in
writing, within the said fifteen-day period, regarding its Exercise
and at the same time shall provide documentation of its financial
ability to complete the Offer. The period in which the
Offer is to be closed with TTI, as described in the Notice may be
extende
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