Claim means in relation to any person, a claim, action or proceeding, judgment, damage, loss, cost,
expense or liability incurred by or to or made or recovered by or against the person, however arising
and whether present, unascertained, immediate, future or contingent.
Company means Algae Energy Inc.
Conditions means the conditions precedent set out in clause 2.1.
Confidential Information means any trade secrets, lists of information pertaining to clients of the
Company Group and or suppliers, specifications, drawings, inventions, ideas, records, reports, software,
patents, designs, copyright material, secret processes or other information, whether in writing or
otherwise, relating to the Company Group.
Consideration means the Initial Cash Consideration.
Contracts and Agreements means the contracts, agreements and commitments entered into by the
Duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental
Authority and includes any interest, fine, penalty, charge or other amount imposed in respect of any of
them but excludes any Tax.
Encumbrance means any encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation,
security interest, title retention, preferential right or trust arrangement and any other security or
agreement of any kind given or created and including any possessory lien in the ordinary course of
business whether arising by operation of law or by contract. (Magna will need to release from security)
End Date means 30 June 2019 or such other date as may be agreed between the Parties in writing.
Environmental Law means any law concerning environmental matters which regulates or affects the
operation of the Algae Plant, and includes, but is not limited to, laws concerning land use, development,
pollution, waste disposal, toxic and hazardous substances, conservation of natural or cultural resources
and resource allocation including any law relating to exploration for or development of any natural
Execution Date means the date of this Agreement
Governmental Authority means a government or government department, a governmental or semi-
governmental or judicial person (whether autonomous or not) charged with the administration of any
Intellectual Property means all trademarks, designs, patents and copyrights, whether Australian or
foreign, and all customer listings and other industrial and intellectual property owned by the Company
Group and exclusively subsisting in, exclusively used in or exclusively relating to the Algae Plant and
Inventory means all stock (if any) owned by the Company Group and held in connection with the Project
as at the opening of business on the Settlement Date.
Loss means losses, liabilities, damages, costs, charges and expenses and includes Taxes, Duties and
Material Adverse Effect means any one or series of events whether related or not which individually
or in aggregate would or may:
(a) when used in a Warranty in relation to the Company, have a material adverse effect on the
financial position or performance, prospects, or operations of the Company when compared to
what the financial position or performance, prospects, or operations of the Company would be if
the Warranty were true, creates or could reasonably be expected to create liabilities, or results or
could reasonably be expected to result in a diminution of the value of the Company's assets,
which in aggregate exceeds $10,000;