/Letterhead/
Confidential
TREE
TOP INDUSTRIES, INC.
TO
GEOGREEN
BIOFUELS, INC.
Bridge
Term Loan 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 IITT upon its receipt of a
bona fide purchase
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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
extended by joint agreement of TTI and GeoGreen. The ri
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